Exhibit 4.2

VERAXA Biotech Holding AG

Senior Secured Note due 2027

THE ISSUANCE AND SALE OF NEITHER THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES THAT MAY BE ISSUABLE PURSUANT TO THIS NOTE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. UNTIL THE DATE THAT IS ONE (1) YEAR AFTER THE ISSUE DATE (AS DEFINED ON THE REVERSE OF THIS NOTE), THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION AND PROSPECTUS-DELIVERY REQUIREMENTS OF THE SECURITIES ACT.

VERAXA Biotech Holding AG

Senior Secured Note due 2027

Certificate No. A-[_]

VERAXA Biotech Holding AG, a public limited company organized under the Laws of Switzerland (the “Company”), for value received, promises to pay to [●] (the “Initial Holder”), or its registered assigns, the principal sum of twenty seven million five hundred thousand dollars ($27,500,000) (such principal sum, the “Principal Amount”) on [●], 2027¹ as provided in and subject to the other provisions of this Note, including the earlier redemption, repurchase or conversion of this Note.

Unless otherwise indicated, references herein to “dollars” or “$” are to U.S. dollars.

Additional provisions of this Note are set forth on the other side of this Note.

[The Remainder of This Page Intentionally Left Blank; Signature Page Follows]

NTD: To be 15 months from the Issue Date.

IN WITNESS WHEREOF, VERAXA Biotech Holding AG has caused this instrument to be duly executed as of the date set forth below.

	Veraxa Biotech Holding Ag

Date: [●], 2026	By:
		Name:	[●]
		Title:	[●]

(Signature Page to Senior Secured Note due 2027, Certificate No. A-[_])

VERAXA Biotech Holding AG

Senior Secured Note due 2027

This Note (this “Note” and, collectively with any Note issued in exchange therefor or in substitution thereof, the “Notes”) is issued by VERAXA Biotech Holding AG, a public limited company organized under the Laws of Switzerland (the “Company”), and designated as its “Senior Secured Notes due 2027.”

Section 1. Definitions.

“Affiliate” has the meaning set forth in Rule 144 under the Securities Act.

“Additional Amounts” has the meaning set forth in Section 5(B).

“Attribution Parties” means, collectively, the following Persons and entities: (i) any investment vehicle, including, any funds, feeder funds or managed accounts, currently, or from time to time after the Issue Date, directly or indirectly managed or advised by the Holder’s investment manager or any of its Affiliates or principals, (ii) any direct or indirect Affiliates of the Holder or any of the foregoing, (iii) any Person acting or who could be deemed to be acting as a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) together with the Holder or any of the foregoing and (iv) any other Persons whose beneficial ownership of the Ordinary Shares would or could be aggregated with the Holder’s and the other Attribution Parties for purposes of Section 13(d) of the Exchange Act. For clarity, the purpose of the foregoing is to subject collectively the Holder and all other Attribution Parties to the Maximum Percentage.

“Authorized Denomination” means, with respect to the Notes, a Principal Amount thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof, or, if such Principal Amount then-outstanding is less than $1,000, then such outstanding Principal Amount.

“Available Cash” means, as of any date of determination, (A) the sum of (i) the Company’s Cash and Cash Equivalents and (ii) any Cash paid by the Company to the Holder pursuant to this Note during the Cash Burn Period less (B) any Cash raised from any financings or series of related financings involving the Holder or otherwise during the Cash Burn Period, including for the avoidance of doubt, from a sale and leaseback transaction or the sale and issuance of the Company’s Capital Stock, Convertible Securities, Equity-Linked Securities or Indebtedness (including, for the avoidance of doubt, Cash actually received in connection with the exercise or settlement of any Convertible Securities or Equity-Linked Securities).

“Bankruptcy Law” means Title 11, United States Code, or any similar U.S. federal or state or non-U.S. law for the relief of debtors.

“Board of Directors” means the board of directors of the Company or a committee of such board duly authorized to act on behalf of such board.

“Business Combination Event” has the meaning set forth in Section 9.

“Business Day” means any day other than a Saturday, a Sunday or any day on which commercial banks in The City of New York are authorized or required by law or executive order to close or be closed; provided, however, for clarification, commercial banks in The City of New York shall not be deemed to be authorized or required by law or executive order to close or be closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York are open for use by customers on such day.

“Capital Lease” means, with respect to any Person, any leasing or similar arrangement conveying the right to use any property, whether real or personal property, or a combination thereof, by that Person as lessee that, in conformity with GAAP, is required to be accounted for as a capital lease on the balance sheet of such Person.

“Capital Lease Obligation” means, at the time any determination is to be made, the amount of the liability in respect of a Capital Lease that would at that time be required to be capitalized on a balance sheet prepared in accordance with GAAP, and the stated maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be prepaid by the lessee without payment of a penalty.

“Capital Stock” of any Person means any and all shares of, interests (including, for the avoidance of doubt, partnership interests, limited partnership interests or other membership interests) in, rights to purchase, warrants or options for, participations in, or other equivalents of, in each case however designated, the equity of such Person, but excluding any debt securities convertible into such equity.

“Cash” means all cash and liquid funds.

“Cash Burn Measurement Date” means the last calendar day of each calendar month beginning with the calendar month ending on September 30, 2026; provided, however, that the last calendar day of any calendar month in which the Company’s unrestricted, unencumbered Cash and Cash Equivalents shall equal or exceed seventy five million dollars ($75,000,000) on each calendar day during the three (3) month period ending on and including the last calendar day of such calendar month shall not be a Cash Burn Measurement Date.

“Cash Burn Period” means the three (3) calendar month period ending on any Cash Burn Measurement Date.

“Cash Burn Reference Date” means the last calendar day of the calendar month immediately preceding the first calendar day of the applicable Cash Burn Period.

“Cash Equivalents” means, as of any date of determination, any of the following: (A) marketable securities (i) issued or directly and unconditionally guaranteed as to interest and principal by the United States Government, or (ii) issued by any agency of the United States Government, the obligations of which are backed by the full faith and credit of the United States, in each case maturing within one (1) year after such date; (B) marketable direct obligations issued by any state of the United States or any political subdivision of any such state or any public instrumentality thereof, in each case maturing within one (1) year after such date and having, at the time of the acquisition thereof, a rating of at least A-1 from Standard & Poor’s Corporation or at least P-1 from Moody’s Investors Service; (C) commercial paper maturing no more than one (1) year from the date of creation thereof and having, at the time of the acquisition thereof, a rating of at least A-1 from Standard & Poor’s Corporation or at least P-1 from Moody’s Investors Service; (D) certificates of deposit or bankers’ acceptances maturing within one (1) year after such date and issued or accepted by any commercial bank organized under the laws of the United States or any state thereof, or the District of Columbia that (i) is at least “adequately capitalized” (as defined in the regulations of its primary federal banking regulator), and (ii) has Tier 1 capital (as defined in such regulations) of not less than $5,000,000,000; and (E) shares of any money market mutual fund that (i) has substantially all of its assets invested continuously in the types of investments referred to in clauses (A) and (B) above, (ii) has net assets of not less than $5,000,000,000, and (iii) has the highest rating obtainable from either Standard & Poor’s Corporation or Moody’s Investors Service.

“Cash Sweep Amount” means, with respect to any Cash Sweep Financing, twenty percent (20%) of the gross proceeds from such financing.

“Cash Sweep Certification” has the meaning set forth in Section 4(B).

“Cash Sweep Financing” means any Equity Issuance.

“Cash Sweep Notice” has the meaning set forth in Section 4(B).

“Cash Sweep Payment” has the meaning set forth in Section 4(B).

“Close of Business” means 5:00 p.m., New York City time.

“Collateral” means (i) all “Collateral”, “Pledges” or similar term (howsoever defined) under any Security Agreement, (ii) all assets, property (whether real, personal, or mixed, tangible or intangible), rights, and interests of every kind and description that are now or hereafter pledged, assigned, charged, hypothecated, or otherwise granted as security or collateral to or for the benefit of the Holder, the Collateral Agent, or any Other Holder pursuant to, or in connection with, any Security Agreement, and (iii) all proceeds, products, accessions, rents, profits, income, benefits, substitutions, and replacements of any of the foregoing, in each case whether now owned or existing or hereafter acquired or arising and wherever located.

“Collateral Agent” means HBC Collateral Agent LLC in its capacity as collateral agent for the Holder and each Other Holder, together with any successor thereto in such capacity.

“Commission” means the U.S. Securities and Exchange Commission.

“Company Redemption Date” has the meaning set forth in Section 4(E).

“Company Redemption Notice” has the meaning set forth in Section 4(E).

“Company Redemption Price” means a cash amount equal to the then outstanding Principal Amount of this Note being redeemed pursuant to the applicable Company Redemption, plus accrued and unpaid interest on this Note.

“Compliance Certification” has the meaning set forth in Section 8(J).

“Conditional Capital Amendment Effective Date” means the date the Conditional Capital Amendment (as defined in the Securities Purchase Agreement) is registered in the commercial register of Switzerland.

“Consideration Shares” has the meaning set forth in Section 7(D)(i)(1).

“Contingent Obligation” means, as applied to any Person, any direct or indirect liability, contingent or otherwise, of that Person with respect to (A) any Indebtedness or other obligations of another Person, including any such obligation directly or indirectly guaranteed, endorsed, co-made or discounted or sold with recourse by that Person, or in respect of which that Person is otherwise directly or indirectly liable; (B) any obligations with respect to undrawn letters of credit, corporate credit cards or merchant services issued for the account of that Person; and (C) all obligations arising under any interest rate, currency or commodity swap agreement, interest rate cap agreement, interest rate collar agreement, or other agreement or arrangement designed to protect a Person against fluctuation in interest rates, currency exchange rates or commodity prices; provided, however, that the term “Contingent Obligation” shall not include endorsements for collection or deposit in the ordinary course of business. The amount of any Contingent Obligation shall be deemed to be an amount equal to the stated or determined amount of the primary obligation in respect of which such Contingent Obligation is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by such Person in good faith; provided, however, that such amount shall not in any event exceed the maximum amount of the obligations under the guarantee or other support arrangement.

“Control Agreements” means (i) that certain Swiss law governed Bank Account Pledge Agreement, dated as of the Issue Date, between the Company, as pledgor, and the Collateral Agent as collateral agent and pledgee, acting for itself and as direct representative (direkter Stellvertreter) in the name and for the account of all other Secured Parties, and the Holders as Secured Parties (unless otherwise defined herein, each term as defined therein), (ii) that certain Account Pledge Agreement, dated as of the Issue Date, between Veraxa BioTech GmbH and the Collateral Agent and (iii) any other control agreement over an account substantially similar to the agreements described in clause (i) or (ii) or otherwise in form and substance satisfactory to the Collateral Agent.

“Conversion Consideration” has the meaning set forth in Section 7(D)(i).

“Conversion Date” means the first Business Day on which the requirements set forth in Section 7(C)(i) to convert this Note are satisfied.

“Conversion Settlement Date” has the meaning set forth in Section 7(D)(iii).

“Convertible Securities” means any Capital Stock or other security (other than Options) that is at any time and under any circumstances, directly or indirectly, convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire, any Ordinary Shares.

“Copyright License” means any written agreement granting any right to use any Copyright or Copyright registration, now owned or hereafter acquired by the Company or in which the Company now holds or hereafter acquires any interest.

“Copyrights” means all copyrights, whether registered or unregistered, held pursuant to the laws of the United States, any State thereof, or of any other country.

“Covering Price” has the meaning set forth in Section 7(D)(iv)(1).

“Daily VWAP” means, for any VWAP Trading Day, the per share volume-weighted average price of the Ordinary Shares as reported by Bloomberg and displayed under the heading “Bloomberg VWAP” on Bloomberg page “VRXA US <EQUITY> VAP” (or its equivalent successor ticker or, if such page is not available, its equivalent successor page) in respect of the period from the scheduled open of trading until the scheduled close of trading of the primary trading session on such VWAP Trading Day (or, if such volume-weighted average price is unavailable, the market value of one Ordinary Share on such VWAP Trading Day, determined, using a volume-weighted average price method, by a nationally recognized independent investment banking firm selected by the Company). The Daily VWAP will be determined without regard to after-hours trading or any other trading outside of the regular trading session.

“Default” means any event that is (or, after notice, passage of time or both, would be) an Event of Default.

“Default Interest” has the meaning set forth in Section 10(D).

“Disqualified Stock” means, with respect to any Person, any Capital Stock that by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable at the option of the holder) or upon the happening of any event:

(A) matures or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise;

(B) is convertible or exchangeable for Indebtedness or Disqualified Stock (excluding Capital Stock convertible or exchangeable solely at the option of the Company or a Subsidiary of the Company; provided that any such conversion or exchange will be deemed an incurrence of Indebtedness or Disqualified Stock, as applicable); or

(D) in the case of each of clauses (A), (B) and (C), at any point prior to the one hundred eighty-first (181st) day after the Maturity Date.

“DTC” means The Depository Trust Company.

“Eligible Exchange” means any of The New York Stock Exchange, The NYSE American LLC, The Nasdaq Stock Market, The Nasdaq Capital Market, The Nasdaq Global Market or The Nasdaq Global Select Market (or any of their respective successors).

“Equity Conditions” will be deemed to be satisfied as of any date if all of the following conditions are satisfied as of such date and on each of the twenty (20) previous Trading Days: (A) the shares issuable pursuant to this Note are Freely Tradable; (B) the Holder is not in possession of any material non-public information; (C) the issuance of such shares will not be limited by Section 7(G); (D) such shares will satisfy Section 7(E)(i); (E) the Daily VWAP per Ordinary Share is not less than five dollars ($5.00); (F) the daily dollar trading volume of the Ordinary Shares as reported by Bloomberg and displayed under the heading “Bloomberg Value Traded” on Bloomberg page “VRXA US <EQUITY> VAP” (or its equivalent successor ticker or, if such page is not available, its equivalent successor page) 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 is not less than two million dollars ($2,000,000); (G) no delisting or suspension by the principal, in terms of volume, Eligible Exchange on which the Company is then listed or traded has been threatened (with a reasonable prospect of delisting or suspension occurring after giving effect to all applicable notice, appeal, compliance and hearing periods) or is reasonably likely to occur or pending as evidenced by (x) a writing by such Eligible Exchange or (y) the Company falling below the minimum listing maintenance requirements, if applicable, of such Eligible Exchange; (H) the Company shall be in a position to deliver the number of Ordinary Shares to be delivered as Conversion Consideration in accordance with Section 7(D)(iii) (including having sufficient authorized but unissued shares under the Company’s conditional capital), (I) the Conditional Capital Amendment Effective Date shall have occurred; (J) the delivery of the number of Ordinary Shares to be delivered as Conversion Consideration in accordance with Section 7(D)(iii) shall not cause the number of shares registered for resale pursuant to the Resale Registration Statement (as defined in the Securities Purchase Agreement), after giving effect to any post-effective amendments thereto, to be less than one hundred percent (100%) of the maximum number of Ordinary Shares exercisable pursuant to the Warrants; and (K) no Event of Default will have occurred that has not been waived and no Default will have occurred and be continuing which has not been waived.

“Equity Interest” means, with respect to any Person, any and all shares, interests, participations or other equivalents, including preferred stock or membership interests (however designated, whether voting or non-voting), of equity of such Person, including, if such Person is a partnership, partnership interests (whether general or limited) and including, without limitation, any “equity security” (as that term is defined under Rule 405 promulgated under the Securities Act), and any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, such partnership.

“Equity Issuance” means (a) any issuance or sale by the Company or any of its Subsidiaries of any Equity Interests (including any Equity Interests issued upon exercise or conversion of any Equity Rights, the issuance of any Equity Interests pursuant to any “at-the-market” offering (within the meaning of Rule 415(a)(4) of the Securities Act) and the issuance of any Equity Interests pursuant to the ELOC Financing (as defined in the Securities Purchase Agreement)) or any Equity Rights, or (b) the receipt by the Company or any of its Subsidiaries of any capital contribution (whether or not evidenced by any Equity Interest issued by the recipient of such contribution), in each case for bona fide capital-raising purposes and other than (i) any issuance of Equity Interests upon the exercise of any Equity Rights outstanding as of the date hereof provided, that such issuance is made pursuant to the terms of such Equity Rights in effect on the date hereof and such Equity Rights are not amended to increase the number of such Equity Interests or to decrease the exercise price, exchange price or conversion price of Equity Rights, (ii) Equity Interests issuable pursuant to an Approved Stock Plan (as defined in the Securities Purchase Agreement) or

upon the exercise of any Equity Rights or upon the lapse of forfeiture restrictions on awards made pursuant to an Approved Stock Plan (including Equity Interests withheld by the Company for the purpose of paying on behalf of the holder thereof the exercise price of Options or for paying taxes due as a result of such exercise or lapse of forfeiture restrictions) or (iii) Ordinary Shares issuable upon the exercise of Options or upon the lapse of forfeiture restrictions on awards made pursuant to, any stock option exchange program of the Company that is approved by the Board of Directors or the compensation committee thereof or the Company’s stockholders, whether now in effect or hereafter implemented.

“Equity-Linked Securities” means any rights, obligations, Options or warrants to purchase or otherwise acquire (whether immediately, during specified times, upon the satisfaction of any conditions or otherwise) any Ordinary Shares.

“Equity Rights” shall mean, with respect to any Person, any then-outstanding subscriptions, Options, warrants, commitments, preemptive rights, convertible debt, or other equity-linked securities or agreements of any kind for the issuance or sale, of any additional Equity Interests of any class, or partnership or other ownership interests of any type in, such Person.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated thereunder.

“Event of Default” has the meaning set forth in Section 10(A).

“Event of Default Acceleration Amount” means, with respect to the delivery of a notice pursuant to Section 10(B)(ii) declaring this Note to be due and payable immediately on account of an Event of Default, a cash amount equal to one hundred fifteen percent (115%) of the then outstanding Principal Amount of this Note (or such lesser principal amount accelerated pursuant to such notice), plus the accrued and unpaid interest on this Note.

“Event of Default Share Payment” has the meaning set forth in Section 5(G).

“Event of Default Share Payment Date” means any date on which the Holder delivers an Event of Default Share Payment Notice pursuant to Section 5(G) hereunder.

“Event of Default Share Payment Delivery Date” has the meaning set forth in Section 5(G).

“Event of Default Share Payment Notice” has the meaning set forth in Section 5(G).

“Event of Default Notice” has the meaning set forth in Section 10(C).

“Excess Shares” has the meaning set forth in Section 7(G).

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

“Fee Modification Agreement” has the meaning set forth in the Securities Purchase Agreement.

“Freely Tradable” means, with respect to any Ordinary Shares issued or issuable pursuant to this Note, that (A) such shares are (or, when issued, will be) issued by the Company pursuant to an effective registration statement and would not constitute “restricted securities” within the meaning of Rule 144 or would be eligible to be offered, sold or otherwise transferred by the Holder pursuant to Rule 144, without any requirements as to volume, manner of sale, availability of current public information (whether or not then satisfied) or notice under the Securities Act and without any requirement for registration under any state securities or “blue sky” laws; (B) such shares are (or, when issued, will be) (i) represented by book-entries at DTC and identified therein by an “unrestricted” CUSIP number; (ii) not represented by any certificate that bears a legend referring to transfer restrictions under the Securities Act or other securities laws; and (iii) listed and admitted for trading, without suspension or material limitation on trading, on an Eligible Exchange; and (C) no delisting or suspension by such Eligible Exchange is pending or has been threatened (with a reasonable prospect of delisting occurring after giving effect to all applicable notice, appeal, compliance and hearing periods) or reasonably likely to occur or pending as evidenced by (x) a writing by such Eligible Exchange or (y) the Company falling below the minimum listing maintenance requirements of such Eligible Exchange.

“Fundamental Change” means any of the following events:

(A) a “person” or “group” (within the meaning of Section 13(d)(3) of the Exchange Act), other than the Company or its Wholly Owned Subsidiaries, or the employee benefit plans of the Company or its Wholly Owned Subsidiaries, files any report with the Commission indicating that such person or group has become the direct or indirect “beneficial owner” (as defined below) of shares of the Company’s common equity representing more than fifty percent (50%) of the voting power of all of the Company’s then-outstanding common equity;

(B) the consummation of (i) any sale, lease or other transfer, in one transaction or a series of transactions, of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, to any Person (other than solely to one or more of the Company’s Wholly Owned Subsidiaries); or (ii) any transaction or series of related transactions in connection with which (whether by means of merger, consolidation, share exchange, combination, reclassification, recapitalization, acquisition, liquidation or otherwise) all Ordinary Shares are exchanged for, converted into, acquired for, or constitutes solely the right to receive, other securities, cash or other property (other than a subdivision or combination, or solely a change in par value, of the Ordinary Shares); provided, however, that any merger, consolidation, share exchange or combination of the Company pursuant to which the Persons that directly or indirectly “beneficially owned” (as defined below) all classes of the Company’s common equity immediately before such transaction directly or indirectly “beneficially own,” immediately after such transaction, more than fifty percent (50%) of all classes of common equity of the surviving, continuing or acquiring company or other transferee, as applicable, or the parent thereof, in substantially the same proportions vis-à-vis each other as immediately before such transaction will be deemed not to be a Fundamental Change pursuant to this clause (B);

(D) the Ordinary Shares cease to be listed on any Eligible Exchange; or

(E) the transfer restrictions set forth in Section 5 of that certain Lock-Up Agreement, dated as of February 24, 2026, by and among Voyager Acquisition Corp., Veraxa Biotech AG and European Molecular Biology Laboratory (as in effect as of the Issue Date and without giving effect to any amendments, amendments and restatements, supplements, or other modifications thereto after the Issue Date), terminate in accordance with Section 5(a)(ii) thereof.

For purposes of this definition, (x) any transaction or event described in both clause (A) and in clause (B) above (without regard to the proviso in clause (B)) will be deemed to occur solely pursuant to clause (B) above (subject to such proviso); and (y) whether a Person is a “beneficial owner” and whether shares are “beneficially owned” will be determined in accordance with Rule 13d-3 under the Exchange Act.

“Fundamental Change Notice” has the meaning set forth in Section 6(C).

“Fundamental Change Repurchase Date” means the date as of which this Note must be repurchased for cash in connection with a Fundamental Change, as provided in Section 6(B).

“Fundamental Change Repurchase Price” means, with respect to this Note (or any portion of this Note to be repurchased) upon a Repurchase Upon Fundamental Change, a cash amount equal to the sum of (i) the then outstanding Principal Amount of this Note (or such lesser principal amount accelerated pursuant to such notice) and (ii) the accrued and unpaid interest on this Note.

“GAAP” means generally accepted accounting principles in the United States of America, as in effect from time to time; provided the definitions set forth in this Note and any financial calculations required thereby shall be computed to exclude any change to lease accounting rules from those in effect pursuant to Financial Accounting Standards Board Accounting Standards Codification 840 (Leases) and other related lease accounting guidance as in effect on the date hereof.

“Holder” means the person in whose name this Note is registered on the books of the Company, which initially is the Initial Holder.

The term “including” means “including without limitation,” unless the context provides otherwise.

“Holder Conversion Notice” has the meaning set forth in Section 7(C)(i).

“Holder Redemption” has the meaning set forth in Section 4(F).

“Holder Redemption Date” means the date that is thirty (30) calendar days after the delivery to the Company by the Holder of a Holder Redemption Notice.

“Holder Redemption Notice” has the meaning set forth in Section 4(F).

“Holder Redemption Price” means a cash amount equal to the then outstanding Principal Amount of this Note being redeemed pursuant to the applicable Holder Redemption, plus accrued and unpaid interest on this Note.

“Indebtedness” means indebtedness of any kind, including, without duplication (A) all indebtedness for borrowed money or the deferred purchase price of property or services, including reimbursement and other obligations with respect to surety bonds and letters of credit, (B) all obligations evidenced by notes, bonds, debentures or similar instruments, (C) all Capital Lease Obligations, (D) all Contingent Obligations, and (E) Disqualified Stock.

“Independent Investigator” has the meaning set forth in Section 8(T).

“Initial Holder” has the meaning set forth in the cover page of this Note.

“Intellectual Property” means, with respect to the Company and each Subsidiary of the Company: all Copyrights; Trademarks; Patents; Licenses; trade secrets and inventions; mask works; the applications therefor and reissues, extensions, or renewals thereof; and the goodwill associated with any of the foregoing, together with the rights to sue for past, present and future infringement of Intellectual Property and the goodwill associated therewith.

“Investment” means any beneficial ownership (including stock, partnership or limited liability company interests) of or in any Person, or any loan, advance or capital contribution to any Person or the acquisition of all, or substantially all, of the assets of another Person or the purchase of any assets of another Person for greater than the fair market value of such assets to solely the extent of the amount in excess of the fair market value.

“Issue Date” means [●], 2026.

“Last Reported Sale Price” of the Ordinary Shares for any Trading Day means the closing sale price per Ordinary Share (or, if no closing sale price is reported, the average of the last bid price and the last ask price per share or, if more than one in either case, the average of the average last bid prices and the average last ask prices per Ordinary Share) on such Trading Day as reported in composite transactions for the principal U.S. national or regional securities exchange on which the Ordinary Shares are then listed. If the Ordinary Shares are not listed on a U.S. national or regional securities exchange on such Trading Day, then the Last Reported Sale Price will be the last quoted bid price per Ordinary Share on such Trading Day in the over-the-counter market as reported by OTC Markets Group Inc. or a similar organization. If the Ordinary Shares are not so quoted on such Trading Day, then the Last Reported Sale Price will be the average of the mid-point of the last bid price and the last ask price per Ordinary Share on such Trading Day from a nationally recognized independent investment banking firm selected by the Company.

“License” means any Copyright License, Patent License, Trademark License or other license of rights or interests.

“Lien” means any mortgage, deed of trust, pledge, hypothecation, assignment for security, security interest, encumbrance, levy, lien or charge of any kind, whether voluntarily incurred or arising by operation of law or otherwise, against any property, any conditional sale or other title retention agreement, and any lease in the nature of a security interest; provided, that for the avoidance of doubt, licenses, strain escrows and similar provisions in collaboration agreements, research and development agreements that do not create or purport to create a security interest, encumbrance, levy, lien or charge of any kind shall not be deemed to be Liens for purposes of this Note.

“Market Disruption Event” means, with respect to any date, the occurrence or existence, during the one-half hour period ending at the scheduled close of trading on such date on the principal, in terms of volume, Eligible Exchange on which Ordinary Shares are listed for trading or trades, of any material suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the relevant exchange or otherwise) in the Ordinary Shares or in any options contracts or futures contracts relating to the Ordinary Shares.

“Market Share Payment Price” means, with respect to any Conversion Date or Event of Default Share Payment Date, as applicable, the higher of (i) an amount equal to ninety percent (90%) of the lowest Daily VWAP during the five (5) VWAP Trading Day period ending on and including the VWAP Trading Day immediately prior to the applicable Conversion Date or Event of Default Share Payment Date, as applicable and (ii) the then par value of an Ordinary Share.

“Maturity Date” means [●], 2027.¹

“Maximum Percentage” has the meaning set forth in Section 7(G).

“Open of Business” means 9:00 a.m., New York City time.

“Options” means any rights, warrants or options to subscribe for or purchase Ordinary Shares or Convertible Securities.

The term “or” is not exclusive, unless the context expressly provides otherwise.

“Ordinary Shares” means the ordinary shares, CHF 100/11,325 par value, of the Company, subject to Section 7(F).

“Ordinary Share Change Event” has the meaning set forth in Section 7(F)(i).

“Other Holder” means any person in whose name any Other Note is registered on the books of the Company.

“Other Notes” means any Notes that are of the same class of this Note and that are represented by one or more certificates other than the certificate representing this Note.

“Partial Redemption Date” means, with respect to this Note, (A) the first calendar day of each month beginning on [●], 2026² and (B) if not otherwise included in clause (A), the Maturity Date.

“Partial Redemption Payment” means, for any date that is a Partial Redemption Date, an amount equal to two million seven hundred fifty thousand dollars ($2,750,000); provided, that the Holder and the Company may agree to increase or decrease the size of any Partial Redemption Payment by mutual written consent.

	¹	NTD: To be 15 months from the Issue Date.
	²	NTD: To be the first day of the third month following the Issue Date.

“Partial Redemption Share Payment Notice” has the meaning set forth in Section 5(E).

“Patent License” means any written agreement granting any right with respect to any invention covered by a Patent that is in existence or a Patent application that is pending, in which agreement the Company now holds or hereafter acquires any interest.

“Patents” means all letters patent of, or rights corresponding thereto, in the United States or in any other country, all registrations and recordings thereof, and all applications for letters patent of, or rights corresponding thereto, in the United States or any other country.

“Permitted Indebtedness” means (A) Indebtedness evidenced by this Note and all other Senior Secured Notes issued pursuant to the Securities Purchase Agreement; (B) Indebtedness actually disclosed pursuant to the Securities Purchase Agreement as of the date of the Securities Purchase Agreement; (C) Indebtedness to trade creditors incurred in the ordinary course of business consistent with past practices; (D) Subordinated Indebtedness of the Company; (E) reimbursement obligations in connection with letters of credit or similar instruments that are secured by Cash or Cash Equivalents and issued on behalf of the Company or a Subsidiary thereof in an aggregate amount not to exceed fifty thousand dollars ($50,000) at any time outstanding; and (F) Contingent Obligations that are guarantees of the Indebtedness described in clauses (A) through (E).

“Permitted Intellectual Property Licenses” means (A) Intellectual Property licenses actually disclosed pursuant to the Securities Purchase Agreement as of the date of the Securities Purchase Agreement, (B) non-perpetual Intellectual Property licenses granted in the ordinary course of business on arm’s length terms consisting of the licensing of technology, the development of technology or the providing of technical support which may include licenses with unlimited renewal options solely to the extent such options require mutual consent for renewal or are subject to financial or other conditions as to the ability of licensee to perform under the license; provided such license was not entered into during an Event of Default or continuance of a Default, and (C) any license granted in the ordinary course of business on arm’s length terms over the IP as listed in Schedule 2 (Permitted IP) to that certain Pledge of IP Rights Agreement, dated as of the Issue Date, by and between Veraxa Biotech GmbH and the Collateral Agent), provided such license was not entered into during an Event of Default or continuance of a Default.

“Permitted Investment” means: (A) Investments actually disclosed pursuant to the Securities Purchase Agreement, as in effect as of the Issue Date; (B) (i) marketable direct obligations issued or unconditionally guaranteed by the United States Government or any agency or any State thereof maturing within one year from the date of acquisition thereof, (ii) commercial paper maturing no more than one year from the date of creation thereof and currently having a rating of at least A-2 or P-2 from either Standard & Poor’s Corporation or Moody’s Investors Service, (iii) certificates of deposit issued by any bank headquartered in the United States with assets of at least five billion dollars ($5,000,000,000) maturing no more than one year from the date of investment therein, and (iv) money market accounts; (C) Investments accepted in connection with Permitted Transfers; (D) Investments (including debt obligations) received in connection with the bankruptcy or reorganization of customers or suppliers and in settlement of delinquent obligations of, and other disputes with, customers or suppliers arising in the ordinary course of the Company’s business; (E) Investments consisting of notes receivable of, or prepaid royalties and other credit extensions, to customers and suppliers in the ordinary course of business and consistent with past practice, provided that this clause (E) shall not apply to Investments of the Company in any Subsidiary thereof; (F) Investments consisting of (i) loans not involving the net transfer on a substantially contemporaneous basis of cash proceeds to employees, officers or directors relating to the purchase of Capital Stock of the Company pursuant to employee stock purchase plans or other similar agreements approved by the Company’s Board of Directors and (ii) travel advances and employee relocation loans and other employee loans and advances in the ordinary course of business, provided that the aggregate of all such loans outstanding may not exceed fifty thousand dollars ($50,000) at any time; (G) Investments in Wholly Owned Subsidiaries; (H) Permitted Intellectual Property Licenses; and (I) additional Investments that do not exceed fifty thousand dollars ($50,000) in the aggregate in any twelve (12) month period.

“Permitted Liens” means any and all of the following: (A) Liens deemed to be disclosed pursuant to the Securities Purchase Agreement, as in effect as of the Issue Date; (B) Liens for taxes, fees, assessments or other governmental charges or levies, either not delinquent or being contested in good faith by appropriate proceedings; provided, that the Company maintains adequate reserves therefor in accordance with GAAP; (C) Liens securing claims or demands of materialmen, artisans, mechanics, carriers, warehousemen, landlords and other like Persons arising in the ordinary course of business; provided, that the payment thereof is not yet required; (D) Liens arising from judgments, decrees or attachments in circumstances which do not constitute a Default or an Event of Default hereunder; (E) the following deposits, to the extent made in the ordinary course of business: deposits under workers’ compensation, unemployment insurance, social security and other similar laws, or to secure the performance of bids, tenders or contracts (other than for the repayment of borrowed money) or to secure indemnity, performance or other similar bonds for the performance of bids, tenders or contracts (other than for the repayment of borrowed money) or to secure statutory obligations (other than Liens arising under ERISA or environmental Liens) or surety or appeal bonds, or to secure indemnity, performance or other similar bonds; (F) leasehold interests in leases or subleases and licenses granted in the ordinary course of the Company’s business and not interfering in any material respect with the business of the licensor; (G) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of custom duties that are promptly paid on or before the date they become due; (H) Liens on insurance proceeds securing the payment of financed insurance premiums that are promptly paid on or before the date they become due (provided that such Liens extend only to such insurance proceeds and not to any other property or assets); (I) statutory and common law rights of set-off and other similar rights as to deposits of cash and securities in favor of banks, other depository institutions and brokerage firms; (J) easements, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or arising in the ordinary course of business so long as they do not materially impair the value or marketability of the related property; (K) Liens on Cash or Cash Equivalents securing obligations permitted under clauses (C) and (E) of the definition of Permitted Indebtedness; (L) Liens in favor of Holder or the Collateral Agent; and (M) Liens incurred in connection with the extension, renewal or refinancing of the Indebtedness secured by Liens of the type described in clauses (B) through (K) above (other than any Indebtedness repaid with the proceeds of this Note); provided, that any extension, renewal or replacement Lien shall be limited to the property encumbered by the existing Lien and the principal amount of the Indebtedness being extended, renewed or refinanced (as may have been reduced by any payment thereon) does not increase.

“Permitted Transfers” means (A) dispositions of inventory sold, and Permitted Intellectual Property Licenses entered into, in each case, in the ordinary course of business, (B) dispositions of worn-out, obsolete or surplus property at fair market value in the ordinary course of business; (C) dispositions of accounts or payment intangibles (each as defined in the UCC) resulting from the compromise or settlement thereof in the ordinary course of business for less than the full amount thereof; (D) transfers consisting of Permitted Investments in Wholly Owned Subsidiaries under clause (G) of Permitted Investments; and (E) other transfers of assets to any Person other than to a joint venture and which have a fair market value of not more than fifty thousand dollars ($50,000) in the aggregate in any twelve (12) month period.

“Person” or “person” means any individual, sole proprietorship, partnership, limited liability company, joint venture, company, trust, unincorporated organization, association, corporation, institution, public benefit corporation, firm, joint stock company, estate, entity or government agency.

“Post-Amendment Warrant Share Reserve” has the meaning set forth in Section 8(Q).

“Principal Amount” has the meaning set forth in the cover page of this Note; provided, however, that the Principal Amount of this Note will be subject to reduction (A) pursuant to Section 4(E), Section 4(F), Section 5, Section 6, and Section 7 and (B) by an amount equal to the sum of all Cash Sweep Payments made pursuant to Section 4(B) and Partial Redemption Payments made prior to the date of determination of the Principal Amount of the Note then outstanding.

“Reference Property” has the meaning set forth in Section 7(F)(i).

“Reference Property Unit” has the meaning set forth in Section 7(F)(i).

“Reported Outstanding Share Number” has the meaning set forth in Section 7(G).

“Repurchase Upon Fundamental Change” means the repurchase of any Note by the Company pursuant to Section 6.

“Restricted German IP” means those certain exclusive rights of Veraxa Biotech GmbH as set forth out in Schedule 2 (List of IP Rights; Exclusive Rights of Use) in that certain Pledge of IP Rights Agreement, dated as the Issue Date, by and between Veraxa Biotech GmbH, as “Pledgor” (as defined therein), and HBC Collateral Agent LLC, as collateral agent.

“Required Holders” has the meaning set forth in the Securities Purchase Agreement.

“Required Reserve Amount” has the meaning set forth in Section 8(Q).

“Rule 144” means Rule 144 promulgated under the Securities Act.

“Scheduled Trading Day” means any day that is scheduled to be a Trading Day on the principal U.S. national or regional securities exchange on which the Ordinary Shares are then listed or, if the Ordinary Shares are not then listed on a U.S. national or regional securities exchange, on the principal, in terms of volume, Eligible Exchange on which the Ordinary Shares are listed for trading. If the Ordinary Shares are not so listed or traded, then “Scheduled Trading Day” means a Business Day.

“Securities Act” means the U.S. Securities Act of 1933, as amended.

“Securities Purchase Agreement” means that certain Securities Purchase Agreement, dated as of [●], 2026, between the Company, VERAXA Biotech AG, Voyager Acquisition Corp. High Trail Special Situations II LLC and HT Investments MA LLC, providing for the issuance of this Note.

“Security Agreements” means the Control Agreements and those certain security agreements, dated [●], 2026, between the Company and the Collateral Agent.

“Security Document” has the meaning set forth in the Security Agreements.

“Significant Subsidiary” means, with respect to any Person, any Subsidiary of such Person that constitutes a “significant subsidiary” (as defined in Rule 1-02(w) of Regulation S-X under the Exchange Act) of such Person.

“Subordinated Indebtedness” means Indebtedness subordinated to the Notes pursuant to a written agreement between the Required Holders and the applicable lender in amounts and on terms and conditions satisfactory to the Required Holders in their sole discretion.

“Subsidiary” means, with respect to any Person, (A) any corporation, association or other business entity (other than a partnership or limited liability company) of which more than fifty percent (50%) of the total voting power of the Capital Stock entitled (without regard to the occurrence of any contingency, but after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees, as applicable, of such corporation, association or other business entity is owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person; and (B) any partnership or limited liability company where (i) more than fifty percent (50%) of the capital accounts, distribution rights, equity and voting interests, or of the general and limited partnership interests, as applicable, of such partnership or limited liability company are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person, whether in the form of membership, general, special or limited partnership or limited liability company interests or otherwise; and (ii) such Person or any one or more of the other Subsidiaries of such Person is a controlling general partner of, or otherwise controls, such partnership or limited liability company.

“Successor Corporation” has the meaning set forth in Section 9(A).

“Successor Person” has the meaning set forth in Section 7(F)(i).

“Swiss 10 Non-Bank Rule” means the rule that the aggregate number of creditors of the Company under the Transaction Documents which are not Swiss Qualifying Banks must not exceed ten (10) in accordance with the Swiss Guidelines or the applicable legislation or explanatory notes addressing the same issues that are in force at such time.

“Swiss 20 Non-Bank Rule” means the rule that (without duplication) the aggregate number of creditors (including the Holders), other than Swiss Qualifying Banks, of the Company under all outstanding loans, facilities and/or private placements relevant for classification as debenture (Kassenobligation) (including debt under the Transaction Documents), must not at any time exceed twenty (20), in accordance with the meaning of the Swiss Guidelines or the applicable legislation or explanatory notes addressing the same issues that are in force at such time.

“Swiss Federal Tax Administration” means the tax authorities referred to in art. 34 of the Swiss Withholding Tax Act.

“Swiss Guidelines” shall mean, together, (a) Guideline S-02.123 in relation to interbank loans of 22 September 1986 (Merkblatt “Verrechnungssteuer auf Zinsen von Bankguthaben, deren Gläubiger Banken sind (Interbankguthaben)” vom 22. September 1986), (b) Guideline S-02.130.1 in relation to money market instruments and book claims of April 1999 (Merkblatt vom April 1999 betreffend Geldmarktpapiere und Buchforderungen inländischer Schuldner), (c) Circular Letter No. 34 of 26 July 2011 (1-034-V-2011) in relation to deposits (Kreisschreiben Nr. 34 “Kundenguthaben” vom 26. Juli 2011), (d) Circular Letter No. 15 of 3 October 2017 (1-015-DVS-2017) in relation to bonds and derivative financial instruments as subject matter of taxation of Swiss federal income tax, Swiss withholding tax and Swiss stamp taxes (Kreisschreiben Nr. 15 “Obligationen und derivative Finanzinstrumente als Gegenstand der direkten Bundessteuer, der Verrechnungssteuer und der Stempelabgaben” vom 3. Oktober 2017), (e) Circular Letter No. 46 of 24 July 2019 (1-046-DVS-2019) in relation to syndicated credit facilities (Kreisschreiben Nr. 46 betreffend steuerliche Behandlung von Konsortialdarlehen, Schuldscheindarlehen, Wechseln und Unterbeteiligungen vom 24. Juli 2019), (f) Circular Letter No. 47 of 25 July 2019 (1-047-DVS-2019) in relation to bonds (Kreisschreiben Nr. 47 betreffend Obligationen vom 25. Juli 2019) and (g) the practice note 010-DVS-2019 of 5 February 2019 published by the Swiss Federal Tax Administration regarding Swiss Withholding Tax in the Group (Mitteilung-010-DVS-2019-d vom 5. Februar 2019 - Verrechnungssteuer: Guthaben im Konzern), in each case as issued, amended or replaced from time to time by the Swiss Federal Tax Administration or as substituted or superseded and overruled by any law, statute, ordinance, court decision, regulation or the like as in force from time to time.

“Swiss Non-Bank Rules” means the Swiss 10 Non-Bank Rule and the Swiss 20 Non-Bank Rule.

“Swiss Qualifying Bank” means (i) any bank as defined in the Swiss Federal Code for Banks and Savings Banks dated November 1934 (Bundesgesetz über die Banken und Sparkassen), (ii) any person acting on its own account which is licensed as a bank under the banking laws in force in its jurisdiction of incorporation and any branch of a legal entity which is licensed as a bank under the banking laws in force in the jurisdiction where such branch is situated, and which, in each case, exercises as its main purpose a true banking activity, having its own bank personnel, premises, communication devices and decision-making power, all in accordance with the Swiss Guidelines, or (iii) a federal reserve or central bank (including supranational central banks such as inter alia the European Central Bank) and institutions with a similar function as a federal reserve or central bank in countries which do not have a federal reserve or central bank and the Bank for International Settlements (BIS).

“Swiss Withholding Tax” means the tax imposed based on the Swiss Withholding Tax Act.

“Swiss Withholding Tax Act” means the Swiss Federal Act on Withholding Tax of 13 October 1965 (Bundesgesetz über die Verrechnungssteuer) as amended from time to time together with the related ordinances, regulations and guidelines.

“Taxes” has the meaning set forth in Section 5(B).

“Trademark License” means any written agreement granting any right to use any Trademark or Trademark registration, now owned or hereafter acquired by the Company or in which the Company now holds or hereafter acquires any interest.

“Trademarks” means all trademarks (registered, common law or otherwise) and any applications in connection therewith, including registrations, recordings and applications in the United States Patent and Trademark Office or in any similar office or agency of the United States, any State thereof or any other country or any political subdivision thereof.

“Trading Day” means any day on which (A) trading in the Ordinary Shares generally occurs on the principal U.S. national or regional securities exchange on which the Ordinary Shares are then listed or, if the Ordinary Shares are not then listed on a U.S. national or regional securities exchange, on the principal, in terms of volume, Eligible Exchange on which the Ordinary Shares are listed for trading; and (B) there is no Market Disruption Event, provided that the Holder, by written notice to the Company, may waive any such Market Disruption Event. If the Ordinary Shares are not so listed or traded, then “Trading Day” means a Business Day.

“Transaction Documents” has the meaning set forth in the Securities Purchase Agreement.

“UCC” means the Uniform Commercial Code as the same is, from time to time, in effect in the State of New York.

“Undelivered Shares” has the meaning set forth in Section 7(D)(iv).

“VWAP Market Disruption Event” means, with respect to any date, (A) the failure by the principal U.S. national or regional securities exchange on which Ordinary Shares are then listed, or, if Ordinary Shares are not then listed on a U.S. national or regional securities exchange, the principal, in terms of volume, Eligible Exchange on which the Ordinary Shares are then traded, to open for trading during its regular trading session on such date; or (B) the occurrence or existence, for more than one half hour period in the aggregate, of any suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the relevant exchange or otherwise) in Ordinary Shares or in any options contracts or futures contracts relating to the Ordinary Shares, and such suspension or limitation occurs or exists at any time before 1:00 p.m., New York City time, on such date.

“VWAP Trading Day” means a day on which (A) there is no VWAP Market Disruption Event; provided that the Holder, by written notice to the Company, may waive any such VWAP Market Disruption Event; and (B) trading in the Ordinary Shares generally occurs on the principal U.S. national or regional securities exchange on which the Ordinary Shares are then listed or, if the Ordinary Shares are not then listed on a U.S. national or regional securities exchange, on the principal, in terms of volume, Eligible Exchange on which Ordinary Shares are then traded. If the Ordinary Shares are not so listed or traded, then “VWAP Trading Day” means a Business Day.

“Warrants” has the meaning set forth in the Securities Purchase Agreement.

“Wholly Owned Subsidiary” of a Person means any Subsidiary of such Person all of the outstanding Capital Stock or other ownership interests of which (other than directors’ qualifying shares) are owned by such Person or one or more Wholly Owned Subsidiaries of such Person.

“Xlife” means Xlife Sciences AG.

Section 2. Persons Deemed Owners.

The Holder of this Note will be treated as the owner of this Note for all purposes.

Section 3. Registered Form.

This Note, and any Note issued in exchange therefor or in substitution thereof, will be in registered form, without coupons.

Section 4. Partial Redemption Payments; Cash Sweep Payments; Maturity Date Payment; Prepayment; Company Redemption Election; Holder Redemption Election.

(A) Partial Redemption Payments. The Company shall partially redeem this Note in an amount equal to the applicable Partial Redemption Payment on each Partial Redemption Date. Each such Partial Redemption Payment shall be paid to Holder in cash on each Partial Redemption Date in accordance with Section 5(A) or in Ordinary Shares on each Conversion Settlement Date in accordance with Section 5(E). Any Partial Redemption Payment paid pursuant to this Section 4(A) shall reduce the Principal Amount by such paid amount. If this Note (or any portion of this Note) is to be redeemed pursuant to this Section 4(A), then, from and after the date the related Partial Redemption Payment is paid in full, this Note (or such portion) will cease to be outstanding and interest will cease to accrue on this Note (or such portion).

(B) Cash Sweep Payments.

(i) For purposes of this Note, any payment made to the Holder pursuant to Section 4(B) shall be referred to as a “Cash Sweep Payment”.

(ii) Concurrently with the completion of any Cash Sweep Financing, the Company shall certify to Holder in writing (i) the amount of the applicable Cash Sweep Financing and (ii) the calculation of the potential Cash Sweep Amount with respect to such Cash Sweep Financing (including a certification that such Cash Sweep Amount was calculated in accordance with the terms hereof) (such certification a “Cash Sweep Certification”); provided, however, that, unless consented to by the Holder in writing, in the event that the extent of such Cash Sweep Financing and Cash Sweep Amount is such that the information required in such certification would constitute material non-public information regarding the Company, then the Company shall also concurrently publicly disclose such material non-public information on a Form 6-K or otherwise.

(iii) The Holder shall have the right to require the Company, exercisable by delivery of written notice to the Company of exercise of such right (a “Cash Sweep Notice”), to pay to the Holder in cash within one (1) Business Day following the delivery of such Cash Sweep Notice (regardless of whether the Company actually delivers a Cash Sweep Certification), all or a portion of the Cash Sweep Amount with respect to such Cash Sweep Financing.

(C) Maturity Date Payment. On the Maturity Date, the Company will pay the Holder an amount in cash equal to the then-outstanding Principal Amount of this Note, plus any accrued and unpaid interest on this Note.

(D) Prepayment. The Company may not prepay the Note without the written consent of the Holder other than pursuant to Section 4(E).

(E) Company Redemption Election. The Company may redeem all (or a portion thereof not less than one million dollars ($1,000,000)) of the then outstanding Principal Amount of this Note (a “Company Redemption”), on a date to be determined by the Company (any such date a “Company Redemption Date”), for a cash redemption price equal to the Company Redemption Price without premium or penalty; provided that if a Default has occurred and is continuing or any Event of Default has occurred that has not been waived at any time during the period beginning on and including the date the Company Redemption Notice is delivered and ending on and including the Company Redemption Date, then such cash redemption price shall be equal to one hundred fifteen percent (115%) of the portion of the outstanding Principal Amount of this Note being redeemed pursuant to such Company Redemption, plus the accrued and unpaid interest on this Note. In order to elect such redemption, the Company must provide notice of a Company Redemption, which notice shall state the Company Redemption Date and the outstanding Principal Amount of this Note to be redeemed (which for the avoidance of doubt, shall not be less than one million dollars ($1,000,000)) (a “Company Redemption Notice”) at least five (5) Trading Days prior to such Company Redemption Date and the Company must have, on or prior to 8:30 a.m., New York City time, on the Trading Day on which such Company Redemption Notice is delivered, publicly disclosed any material, non-public information regarding the Company (including the fact that the Company is redeeming the Note) on a Form 6-K or otherwise. The Holder may convert any portion of this Note pursuant to Section 5(E) and Section 7 with respect to which the Company has delivered a Partial Redemption Share Payment Notice prior to the payment of the Company Redemption Price. Notwithstanding anything herein to the contrary, the Company will not have the right to, and will not, make any Company Redemption pursuant to this Section 4(E) if a Default with respect to Section 10(A)(iii) has occurred and is continuing or an Event of Default pursuant to Section 10(A)(iii) has occurred and has not been waived. If this Note is to be redeemed in full (whether in cash or Ordinary Shares) pursuant to this Section 4(E) then, from and after the date the related Company Redemption Price is paid in full, this Note will cease to be outstanding.

(F) Holder Redemption Election.

(i) In the event that the Company licenses, sublicenses, or otherwise assigns, transfers, or grants any rights under or in respect of the Restricted German IP to a third party, or to cause a Subsidiary of the Company to license, sublicense, or otherwise assign, transfer, or grant any rights under or in respect of the Restricted German IP to a third party, the Company shall (x) publicly disclose such transaction on a Form 8-K or Form 6-K on the same Trading Day as the consummation of such transaction and (y) deliver written notice thereof to the Holder on the same Trading Day as the consummation of such transaction (the “Restricted German IP Licensing Notice”). In the event that the Holder receives a Restricted German IP Licensing Notice from the Company, the Holder shall have the right to require the Company to redeem a portion of the then outstanding Principal Amount of this Note not exceeding thirteen million seven hundred fifty thousand dollars ($13,750,000) (a “Holder Redemption”) for a cash redemption price equal to the Holder Redemption Price. In the event that the Holder elects to exercise a Holder Redemption, it shall deliver written notice thereof to the Company (a “Holder Redemption Notice”), which notice shall state the outstanding Principal Amount of this Note to be redeemed (which amount shall not exceed thirteen million seven hundred fifty thousand dollars ($13,750,000)). On the Holder Redemption Date, the Company shall pay the Holder Redemption Price by wire transfer of immediately available funds to the account of the Holder as set forth in a written notice of an account of such Holder delivered by the Holder to the Company at least three (3) Business Days before the Holder Redemption Date; provided, however, that if any such licensing, sublicensing, assignment, transfer, or grant of rights includes any upfront payment or fee to be received by the Company or any of its Subsidiaries in connection with the completion of such transaction, the Company shall pay to the Holder, within three (3) Business Days of the receipt of such upfront payment or fee, an amount equal to fifty percent (50%) of such upfront payment or fee (but not to exceed thirteen million seven hundred fifty thousand dollars ($13,750,000)) as partial payment of the Holder Redemption Price, and the balance of the Holder Redemption Price shall be paid on the Holder Redemption Date.

(ii) If this Note is to be redeemed in full pursuant to this Section 4(F), then, from and after the date the related Holder Redemption Price is paid in full, this Note will cease to be outstanding.

Section 5. Method of Payment; Gross Up, Additional Amounts; Tax Indemnity; When Payment Date is Not a Business Day.

(A) Method of Payment. The Company will pay all cash amounts due under this Note by wire transfer of immediately available funds to the account of the Holder as set forth in a written notice of an account of such Holder delivered by the Holder to the Company at least one (1) Business Day before the date such amount is due.

(B) Gross Up; Additional Amounts. All payments to be made by the Company under this Note (including, for the avoidance of doubt, payments of principal, interest, the Fundamental Change Repurchase Price, the Company Redemption Price, the Holder Redemption Price, Partial Redemption Payments, Cash Sweep Payments, the Event of Default Acceleration Amount, and any Conversion Consideration) shall be made without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or other governmental charges of any nature (“Taxes”) imposed, levied, collected, withheld or assessed by or on behalf of Switzerland or any political subdivision thereof or any authority of or in Switzerland having the power to impose, levy, collect, withhold or assess Taxes, unless such withholding or deduction is required by law. It is the bona fide assumption of the parties that no Swiss Withholding Tax applies to any payments under this Note; provided, that if and to the extent that Swiss Withholding Tax or any other Tax nevertheless becomes applicable to any payment under this Note, the Company shall pay such additional amounts (“Additional Amounts”) as will result in the Holder receiving the amounts that it would have received pursuant to this Note if no such withholding or deduction had been required; provided, however, that no Additional Amounts shall be payable (i) to the extent such Taxes are imposed as a result of the Holder’s failure to comply with any certification, identification, information, documentation or other reporting requirements, if compliance is required by law, regulation, administrative practice or an applicable treaty as a precondition to exemption from, or reduction in the rate of, such Taxes or (ii) to the extent such Taxes are imposed as a result of any transfer, assignment or other disposition of this Note or any interest herein by the Holder in violation of any transfer restrictions set forth in this Note or in the Securities Purchase Agreement.

(C) This Section 5(B) shall apply mutatis mutandis for any Swiss Withholding Tax being levied on the Company on any Ordinary Shares issued or delivered pursuant to this Note, if and to the extent such Withholding Tax is shifted to the Holder, in which case the Company shall pay such Additional Amounts as will result in the Holder being placed in the same situation as if no such Withholding Tax would have been shifted to it. For the avoidance of doubt, if any Swiss Withholding Tax results in a reduction of the number of Ordinary Shares deliverable to the Holder pursuant to this Note (whether by way of withholding of shares, reduction of the conversion ratio, or otherwise), the Company shall compensate the Holder by delivering such additional number of Ordinary Shares as is necessary to ensure that the Holder receives the same number of Ordinary Shares it would have received absent such Swiss Withholding Tax, or, if and to the extent the delivery of additional Ordinary Shares is not legally permissible or practicable, by paying to the Holder a cash amount equal to the value of such shortfall in Ordinary Shares, calculated based on the Daily VWAP on the applicable Conversion Date. For the sake of completeness, no Additional Amounts shall be payable (i) to the extent such Taxes are imposed as a result of the Holder’s failure to comply with any certification, identification, information, documentation or other reporting requirements, if compliance is required by law, regulation, administrative practice or an applicable treaty as a precondition to exemption from, or reduction in the rate of, such Taxes or (ii) to the extent such Taxes are imposed as a result of any transfer, assignment or other disposition of this Note or any interest herein by the Holder in violation of any transfer restrictions set forth in this Note or in the Securities Purchase Agreement.

(D) Tax Indemnity. Without prejudice to the foregoing, the Company shall indemnify and hold harmless the Holder from and against any and all liabilities, losses, costs, damages and expenses (including, without limitation, reasonable legal fees and any Taxes, penalties and interest and including, for the avoidance of doubt, a reduction of the number of Ordinary Shares deliverable to the Holder pursuant to this Note) which the Holder may suffer or incur as a result of or in connection with (i) any Swiss Withholding Tax or other Tax being imposed on or withheld from any payment under this Note or in connection with any Ordinary Shares issued or delivered pursuant to this Note, (ii) any failure by the Company to comply with the Swiss Non-Bank Rules or any other requirement under Swiss tax law resulting in Swiss Withholding Tax becoming applicable to this Note or the payments or any action hereunder, or (iii) any breach by the Company of any representation, warranty or covenant contained in this Note relating to

Taxes; provided, however, that this indemnity shall not apply to the extent that such liabilities, losses, costs, damages or expenses (A) have already been compensated by the payment of Additional Amounts pursuant to this Section 5, (B) arise as a result of the Holder’s failure to comply with any certification, identification, information, documentation or other reporting requirements applicable to the Holder or (C) arise as a result of any transfer, assignment or other disposition of this Note or any interest herein by the Holder in violation of any transfer restrictions set forth in this Note or in the Securities Purchase Agreement. Any amounts payable by the Company pursuant to this indemnity shall be paid within ten (10) Business Days of written demand by the Holder, accompanied by reasonable documentation evidencing such liabilities, losses, costs, damages or expenses.

(E) Company’s Election to Pay Partial Redemption Payments in Cash or Ordinary Shares. At least fifteen (15) Trading Days (but no more than twenty (20) Trading Days) prior to a Partial Redemption Date, solely at the Company’s option, the Company, if it desires to elect, may elect to make a Partial Redemption Payment with respect to such Partial Redemption Date entirely or partially in Ordinary Shares, by delivering to the Holder a written notice of such election, which notice shall (i) state which portion of the applicable Partial Redemption Payment the Company has elected to pay in Ordinary Shares (provided that such amount may only be in an Authorized Denomination), (ii) certify that the Equity Conditions are satisfied as of such date and (iii) specify whether such Ordinary Shares to be delivered shall be issued out of the Company’s conditional capital or the Company’s capital band, delivered out of the Company’s treasury shares, or purchased by the Company on the open market for delivery to the Holder (provided that, if the Company fails to include such specification on or after the Conditional Capital Amendment Effective Date, such Ordinary Shares to be delivered shall be deemed to be issued out of the Company’s conditional capital) (a “Partial Redemption Share Payment Notice”) (and such election shall be irrevocable as to such Partial Redemption Date). Failure to timely deliver such written notice and certification to the Holder shall be deemed an irrevocable election by the Company to pay the Partial Redemption Payment with respect to such Partial Redemption Date in cash. With respect to any Partial Redemption Date for which the Company has elected to make a Partial Redemption Payment (or any applicable portion thereof) in Ordinary Shares in accordance with this Section 5(E), the Holder shall have the right to convert such Partial Redemption Payment (or any applicable portion thereof) into Ordinary Shares pursuant to Section 7 hereof at any time and from time to time on or after such Partial Redemption Date, allocating all or any portion of any applicable Partial Redemption Payment to any Conversion Date. Notwithstanding anything herein to the contrary, the Company will not have the right to, and will not, make any Partial Redemption Payment (or any applicable portion thereof) in Ordinary Shares if the Equity Conditions are not satisfied for each VWAP Trading Day occurring between the date of delivery of the Partial Redemption Share Payment Notice and the applicable Conversion Settlement Date (and the Company shall certify in writing to the Holder on the applicable Conversion Settlement Date that the Equity Conditions have continued to have been satisfied during such period) and such Partial Redemption Payment (or any applicable portion thereof) shall instead be satisfied by paying in cash an amount equal to one hundred percent (100%) of the amount of such Partial Redemption Payment (or any applicable portion thereof) that the Company has elected to pay in Ordinary Shares, together with the payment of any Default Interest corresponding to such Partial Redemption Payment (or portion thereof, if applicable), on the Business Day immediately following the calendar day on which such failure to satisfy the Equity Conditions occurred, in accordance with Section 5(A), unless such failure of the Equity Conditions to be so satisfied is waived in writing by the Holder, which waiver may be granted or withheld by the Holder in its sole discretion.

(F) Delay of Payment when Payment Date is Not a Business Day. If the due date for a payment on this Note as provided in this Note is not a Business Day, then, notwithstanding anything to the contrary in this Note, such payment may be made on the immediately following Business Day and no interest will accrue on such payment as a result of the related delay.

(G) Event of Default Share Payments. If an Event of Default occurs and the Company fails to pay the Event of Default Acceleration Amount when due in accordance with this Note, then the Holder may elect to receive such unpaid portion of the Event of Default Acceleration Amount, entirely or partially, in Ordinary Shares (an “Event of Default Share Payment”), and shall deliver to the Company a written notice of such election (an “Event of Default Share Payment Notice”) stating which portion thereof the Holder has elected to receive in Ordinary Shares and specifying whether the Holder elects to receive such Ordinary Shares from the Company’s treasury shares or, on or after the Conditional Capital Amendment Effective Date, conditional capital, it being understood that if the Holder elects to convert a portion of the Event of Default Acceleration Amount into an Event of Default Share Payment to be issued out of the Company’s conditional capital, the Event of Default Share Payment Notice shall refer to article 3a in the Company’s articles of association out of which such Ordinary Shares shall be issued. For the avoidance of doubt, the Holder may not elect delivery of the Event of Default Share Payment out of the Company’s conditional share capital before the Conditional Capital Amendment Effective Date and, thus, no right to convert any portion of an Event of Default Acceleration Amount into an Event of Default Share Payment to be delivered out of the Company’s conditional share capital shall exist, unless the Company has sufficient conditional share capital out of which the Event of Default Share Payment may be issued and delivered. On or before the first (1st) Business Day following the date of delivery of any Event of Default Share Payment Notice hereunder (the “Event of Default Share Payment Delivery Date”), the Company shall issue and deliver to the Holder, a number of validly issued, fully paid and Freely Tradable Ordinary Shares equal to the quotient (rounded up to the closest whole number) obtained by dividing the Event of Default Acceleration Amount (or applicable portion thereof) by the Market Share Payment Price as of the date of delivery of the Event of Default Share Payment Notice; provided, that, if the Company fails to timely issue and deliver to the Holder such Ordinary Shares, then the Holder may revoke its election to receive Ordinary Shares and elect to receive such Event of Default Acceleration Amount (or any portion thereof) in cash at any time prior to delivery of such Ordinary Shares. Any portion of the Event of Default Acceleration Amount not paid in Ordinary Shares because the Holder did not elect, or effectively revoked its election, to receive Ordinary Shares for such Event of Default Acceleration Amount (or applicable portion thereof) will be paid in cash; provided, that the Holder may deliver multiple Event of Default Share Payment Notices in accordance with this Section 5(G) to the extent that any portion of the Event of Default Acceleration Amount remains unpaid when due in accordance with this Note.

Section 6. Required Repurchase of Note upon a Fundamental Change.

(A) Repurchase Upon Fundamental Change. Subject to the other terms of this Section 6, if a Fundamental Change occurs, then the Holder will have the right to require the Company to repurchase this Note (or any portion of this Note in an Authorized Denomination) on the Fundamental Change Repurchase Date for such Fundamental Change for a cash purchase price equal to the Fundamental Change Repurchase Price.

(B) Fundamental Change Repurchase Date. The Fundamental Change Repurchase Date for any Fundamental Change will be a Business Day of the Holder’s choosing that is no more than twenty (20) Business Days after the later of (x) the date the Company delivers to the Holder the related Fundamental Change Notice pursuant to Section 6(C); and (y) the effective date of such Fundamental Change.

(C) Fundamental Change Notice. No later than the tenth (10th) Business Day before the occurrence of any Fundamental Change, the Company will send to the Holder a written notice (the “Fundamental Change Notice”) thereof (provided, however, in no event shall such notice be required prior to the actual public announcement of such Fundamental Change), stating the expected date such Fundamental Change will occur. No later than the fifth (5^th) Business Day after the date of delivery of the Fundamental Change Notice, the Holder shall notify the Company in writing whether it will require the Company to repurchase this Note and specify the Fundamental Change Repurchase Date.

(D) Effect of Repurchase. If this Note (or any portion of this Note) is to be repurchased upon a Repurchase Upon Fundamental Change, then, from and after the date the related Fundamental Change Repurchase Price is paid in full, this Note (or such portion) will cease to be outstanding and interest will cease to accrue on this Note (or such portion).

Section 7. Conversion.

(A) Right to Convert Upon Receipt of Partial Redemption Share Payment Notice.

(i) Generally. Subject to the provisions of this Section 7, each time, if any, that the Holder receives a Partial Redemption Share Payment Notice, the Holder may convert the applicable portion of the Partial Redemption Payment for which the Partial Redemption Share Payment Notice was given into Conversion Consideration. For the avoidance of doubt, the Company may not elect delivery of Consideration Shares out of the Company’s conditional share capital before the Conditional Capital Amendment Effective Date and, thus, no right to convert a Partial Redemption Payment into Consideration Shares to be delivered out of the Company’s conditional share capital shall exist, unless the Company has sufficient conditional share capital out of which the Ordinary Shares pursuant to the applicable Partial Redemption Payment may be issued and delivered.

(ii) Conversions in Part. Subject to the terms of this Section 7, this Note may be converted in part, but only in an Authorized Denomination. Provisions of this Section 7 applying to the conversion of this Note in whole will equally apply to conversions of any permitted portion of this Note.

(B) When this Note May Be Converted.

(i) Generally. Upon receipt of a Partial Redemption Share Payment Notice, the Holder may convert the Partial Redemption Payment (or any applicable portion thereof) at any time on or after the Partial Redemption Date with respect to which the Partial Redemption Share Payment Notice was delivered until the Close of Business on the first (1st) Scheduled Trading Day (or, if later, the standard settlement period for the primary Eligible Exchange (measured in terms of trading volume for its Ordinary Shares) on which the Ordinary Shares is traded) immediately before the Maturity Date.

(ii) Limitations and Closed Periods. Notwithstanding anything to the contrary in this Section 7, if this Note (or any portion of this Note) is to be repurchased upon a Repurchase Upon Fundamental Change, then in no event may this Note (or such portion) be converted after the Close of Business on the Scheduled Trading Day immediately before the related Fundamental Change Repurchase Date; provided, that the limitations contained in this Section 7(B)(ii) shall no longer apply to this Note (or such applicable portion) if the applicable Fundamental Change Repurchase Price is not delivered on the Fundamental Change Repurchase Date in accordance with Section 6.

(i) Generally. To convert this Note, the Holder must complete, sign and deliver to the Company the conversion notice attached to this Note on Exhibit A or portable document format (.pdf) version of such conversion notice (at which time such conversion will become irrevocable) (a “Holder Conversion Notice”). For the avoidance of doubt, the Holder Conversion Notice may be delivered by e-mail in accordance with Section 13. If the Company fails to deliver, by the related Conversion Settlement Date, any Ordinary Shares forming part of the Conversion Consideration of the conversion of this Note, the Holder, by notice to the Company, may rescind all or any portion of the corresponding Holder Conversion Notice at any time until such Undelivered Shares are delivered.

(ii) Holder of Record of Conversion Consideration. The person in whose name any Ordinary Shares are issuable pursuant to this Note will be deemed to become the holder of record of such shares as of the Close of Business on the applicable Event of Default Share Payment Date or Conversion Date for such conversion, conferring, as of such time, upon such person, without limitation, all voting and other rights appurtenant to such shares; provided, that the Holder shall be deemed to have waived any voting rights of any such Ordinary Shares issued to the Holder that may arise during the period commencing on such Conversion Date or Event of Default Share Payment Date (as applicable), through, and including, such

applicable Conversion Settlement Date or Event of Default Share Payment Delivery Date, as necessary, such that the aggregate voting rights of any Ordinary Shares (including such Ordinary Shares issued to the Holder) beneficially owned by the Holder and/or any Attribution Parties, collectively, shall not exceed the Maximum Percentage as a result of any such conversion of this Note.

(iii) Taxes and Duties. The Company will pay any documentary, stamp or similar issue or transfer tax or duty due on the issue or delivery of any Ordinary Shares pursuant to this Note (including, for the avoidance of doubt, any Ordinary Shares issued or delivered upon conversion of this Note or pursuant to an Event of Default Share Payment). In addition, if any Swiss Withholding Tax or other Tax is imposed on the conversion of this Note or the delivery of Ordinary Shares issued or delivered pursuant to this Note, and such Withholding Tax or other Tax is shifted to the Holder, including, for the avoidance of doubt, by way of a reduction of the number of Ordinary Shares issuable or deliverable to the Holder, the Company shall pay Additional Amounts as set out in and subject to the exceptions as set forth in Section 5(B) and Section 5(C).

(D) Settlement upon Conversion.

(i) Generally. The consideration (the “Conversion Consideration”) due in respect of each one thousand dollars ($1,000) Principal Amount of this Note, with respect to any portion of a Partial Redemption Payment for which the Holder has delivered a Holder Conversion Notice, will consist of the following:

(1) subject to Section 7(D)(ii), a number of Ordinary Shares equal to the quotient (rounded up to the closest whole number) obtained by dividing the Principal Amount for which the Holder has delivered such Holder Conversion Notice by the Market Share Payment Price (the “Consideration Shares”); and

(2) cash in an amount equal to the aggregate accrued and unpaid interest on this Note to, but excluding, the Conversion Settlement Date for such conversion.

(ii) Fractional Shares. The total number of Ordinary Shares due in respect of any conversion of this Note pursuant to Section 5(E), Section 5(G) or this Section 7 will be determined on the basis of the total Event of Default Acceleration Amount or Principal Amount of this Note (as applicable) to be converted with the same Event of Default Share Payment Date or Conversion Date (as applicable); provided, however, that if such number of Ordinary Shares is not a whole number, then such number will be rounded up to the nearest whole number; provided further, that, if such rounding would result in the par value of the Ordinary Shares no longer being paid up, in lieu of rounding up such Ordinary Share, the Company shall pay to the Holder on the Conversion Settlement Date an amount in cash equal to such fractional Ordinary Share multiplied by the Daily VWAP on the applicable Conversion Date.

(iii) Delivery of the Conversion Consideration. The Company will pay or deliver, as applicable, the Conversion Consideration due upon the conversion of this Note to the Holder on or before the first (1st) Business Day (or, if earlier, the standard settlement period for the primary Eligible Exchange (measured in terms of trading volume for its Ordinary Shares) on which the Ordinary Shares are traded) immediately after the Conversion Date for such conversion (the “Conversion Settlement Date”). On and after the Conditional Capital Amendment Effective Date, if the Company elects in the applicable Partial Redemption Share Payment Notice, the related Consideration Shares shall be issued out of the Company’s conditional capital. If the Consideration Shares are not issued and delivered out of the Company’s conditional capital, the Company shall deliver the Consideration Shares out of its treasury or capital band, create such Consideration Shares by way of a capital increase (within the capital band or otherwise) or purchase such Consideration Shares on the open market.

(iv) Company Failure to Timely Deliver Share Payments. If (x) the Company shall fail for any reason or for no reason on or prior to the applicable Conversion Settlement Date or Event of Default Share Payment Delivery Date to deliver Ordinary Shares in accordance with Section 5(E), Section 5(G) or Section 7(C) (such shares to which Holder is entitled referred to as the “Undelivered Shares”); and (y) the Holder (whether directly or indirectly, including by any broker acting on the Holder’s behalf or acting with respect to such Undelivered Shares) purchases any Ordinary Shares (whether in the open market or otherwise) to cover any such Undelivered Shares (whether to satisfy any settlement obligations with respect thereto of the Holder or otherwise), then, without limiting the Holder’s right to pursue any other remedy available to it (whether hereunder, under applicable law or otherwise), the Holder will have the right, exercisable by notice to the Company, to cause the Company to either:

(1) pay, on or before the first (1st) Business Day after the date such notice is delivered (or, if earlier, the standard settlement period for the primary Eligible Exchange (measured in terms of trading volume for its Ordinary Shares) on which the Ordinary Shares are traded), cash to the Holder in an amount equal to the aggregate purchase price (including any brokerage commissions and other out-of-pocket costs) incurred to purchase such shares (such aggregate purchase price, the “Covering Price”); or

(2) promptly deliver, to the Holder, such Undelivered Shares in accordance with this Note, together with cash in an amount equal to the excess, if any, of the Covering Price over the product of (x) the number of such Undelivered Shares; and (y) the Daily VWAP per Ordinary Share on the Event of Default Share Payment Date or Conversion Date relating to such conversion (as applicable).

To exercise such right, the Holder must deliver notice of such exercise to the Company, specifying whether the Holder has elected clause (1) or (2) above to apply. If the Holder has elected clause (1) to apply, then the Company’s obligation to deliver the Undelivered Shares in accordance with this Note will be deemed to have been satisfied and discharged to the extent the Company has paid the Covering Price in accordance with clause (1). Nothing herein shall limit the Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver Ordinary Shares as required pursuant to the terms hereof. In addition to the foregoing, if the Company fails for any reason to deliver Ordinary Shares to the Holder by the applicable Conversion Settlement Date or Event of Default Share Payment Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each one thousand dollars ($1,000) of Undelivered Shares (based on the Daily VWAP on the applicable Conversion Settlement Date or Event of Default Share Payment Delivery Date), ten dollars ($10) per Trading Day (increasing to twenty dollars ($20) per Trading Day on the fifth (5^th) Trading Day after such liquidated damages begin to accrue) for each Trading Day after the Conversion Settlement Date or Event of Default Share Payment Delivery Date (as applicable) until the cash amount set forth in Section 7(D)(iv)(1) is paid to the Holder or the Ordinary Shares are delivered to the Holder pursuant to Section 7(D)(iv)(2).

(v) Effect of Conversion. If this Note is converted in full, then, from and after the date the Conversion Consideration therefor is issued or delivered in settlement of such conversion, this Note will cease to be outstanding and all interest will cease to accrue on this Note.

(E) Status of Ordinary Shares Issued upon Conversion.

(i) Status of Conversion Consideration; Listing. Each Ordinary Share delivered pursuant to this Note will be a newly issued share and will be duly and validly issued, fully paid in, non-assessable, free of any Lien or adverse claim (except to the extent of any Lien or adverse claim created by the action or inaction of the Holder or the Person to whom such share will be delivered). If the Ordinary Shares are then listed on any securities exchange, or quoted on any inter-dealer quotation system, then the Company will cause each Ordinary Share issued pursuant to this Note, when delivered, to be admitted for listing on such exchange or quotation on such system. Any Ordinary Shares issued pursuant to this Note will be issued in the form of book-entries at the facilities of DTC.

(ii) Transferability of Conversion Consideration. Any Ordinary Shares issued pursuant to this Note, if issued by the Company pursuant to an effective registration statement, will be identified therein by an “unrestricted” CUSIP number.

(F) Effect of Certain Recapitalizations, Reclassifications, Consolidations, Mergers and Sales.

(i) Generally. If there occurs any:

(1) recapitalization, reclassification or change of the Ordinary Shares (other than (x) changes solely resulting from a subdivision or combination of the Ordinary Shares, (y) a change only in par value or from par value to no par value or no par value to par value and (z) stock splits and stock combinations that do not involve the issuance of any other series or class of securities);

(2) consolidation, merger, combination or binding or statutory share exchange involving the Company;

(3) sale, lease or other transfer of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, to any Person; or

(4) other similar event,

and, in each case, as a result of such occurrence, the Ordinary Shares are converted into, or is exchanged for, or represents solely the right to receive, other securities or other property (including cash or any combination of the foregoing) (such an event, an “Ordinary Share Change Event,” and such other securities or other property, the “Reference Property,” and the amount and kind of Reference Property that a holder of one (1) Ordinary Share would be entitled to receive on account of such Ordinary Share Change Event (without giving effect to any arrangement not to issue fractional shares of securities or other property), a “Reference Property Unit”), then, notwithstanding anything to the contrary in this Note, at the effective time of such Ordinary Share Change Event, (x) the Conversion Consideration due pursuant to any Note will be determined in the same manner as if each reference to any number of Ordinary Shares in this Section 7 (or in any related definitions) were instead a reference to the same number of Reference Property Units; (y) for purposes of Section 7(A), each reference to any number of Ordinary Shares in such Section (or in any related definitions) will instead be deemed to be a reference to the same number of Reference Property Units; and (z) for purposes of the definition of “Fundamental Change,” the term “Ordinary Shares” and “common equity” will be deemed to mean the common equity, if any, forming part of such Reference Property. For these purposes, (I) the Daily VWAP of any Reference Property Unit or portion thereof that consists of a class of common equity securities will be determined by reference to the definition of “Daily VWAP,” substituting, if applicable, the Bloomberg page for such class of securities in such definition; and (II) the Daily VWAP of any Reference Property Unit or portion thereof that does not consist of a class of common equity securities, and the Last Reported Sale Price of any Reference Property Unit or portion thereof that does not consist of a class of securities, will be the fair value of such Reference Property Unit or portion thereof, as applicable, determined in good faith by the Company (or, in the case of cash denominated in U.S. dollars, the face amount thereof).

If the Reference Property consists of more than a single type of consideration to be determined based in part upon any form of stockholder election, then the composition of the Reference Property Unit will be deemed to be the weighted average of the types and amounts of consideration actually received, per Ordinary Share, by the holders of Ordinary Shares. The Company will notify the Holder of such weighted average as soon as practicable after such determination is made.

At or before the effective date of such Ordinary Share Change Event, the Company and the resulting, surviving or transferee Person (if not the Company) of such Ordinary Share Change Event (the “Successor Person”) will execute and deliver such instruments or agreements that (x) provides for subsequent conversions of this Note in the manner set forth in this Section 7(F) and (y) contains such other provisions as the Company reasonably determines are appropriate to preserve the economic interests of the Holder and

to give effect to the provisions of this Section 7(F). If the Reference Property includes shares of stock or other securities or assets of a Person other than the Successor Person, then such other Person will also execute such instruments or agreements and such instruments or agreements will contain such additional provisions the Company reasonably determines are appropriate to preserve the economic interests of the Holder.

(ii) Notice of Ordinary Share Change Events. As soon as practicable after learning the anticipated or actual effective date of any Ordinary Share Change Event, the Company will provide written notice to the Holder of such Ordinary Share Change Event, including a brief description of such Ordinary Share Change Event, its anticipated effective date and a brief description of the anticipated change in the conversion right of this Note.

(iii) Compliance Covenant. The Company will not become a party to any Ordinary Share Change Event unless its terms are consistent with this Section 7(F).

(G) Beneficial Ownership Limitation. Notwithstanding anything to the contrary contained herein, the Company shall not effect the conversion of any portion of this Note, or otherwise issue shares pursuant to this Note, and the Holder shall not have the right to convert any portion of this Note, pursuant to the terms and conditions of this Note and any such conversion or issuance shall be null and void and treated as if never made, to the extent that after giving effect to such conversion or issuance, the Holder together with the other Attribution Parties collectively would beneficially own in the aggregate in excess of 4.99% (the “Maximum Percentage”) of the number of Ordinary Shares outstanding immediately after giving effect to such conversion or issuance. For purposes of the foregoing sentence, the aggregate number of Ordinary Shares beneficially owned by the Holder and the other Attribution Parties shall include the number of Ordinary Shares held by the Holder and all other Attribution Parties plus the number of Ordinary Shares issuable upon conversion of, or otherwise pursuant to, this Note with respect to which the determination of such sentence is being made, but shall exclude the number of Ordinary Shares which would be issuable upon (A) conversion of the remaining, unconverted portion of this Note beneficially owned by the Holder or any of the other Attribution Parties and (B) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 7(G). For purposes of this Section 7(G), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. For purposes of this Note, in determining the number of outstanding Ordinary Shares the Holder may acquire in connection with this Note without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding Ordinary Shares as reflected in (x) the Company’s most recent Annual Report on Form 20-F, Form 6-K or other public filing with the Commission, as the case may be, (y) a more recent public announcement by the Company or (z) any other written notice by the Company or the Transfer Agent (as defined in the Securities Purchase Agreement) setting forth the number of Ordinary Shares outstanding (the “Reported Outstanding Share Number”). If the Company receives a notice from the Holder related to the conversion of this Note or any issuance of Ordinary Shares in connection with this Note at a time when the actual number of outstanding Ordinary Shares is less than the Reported Outstanding Share Number, the Company shall promptly notify the Holder in writing of the number of Ordinary Shares then outstanding and, to the extent that such conversion or issuance of Ordinary Shares would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 7(G), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Ordinary Shares to be issued pursuant to such notice. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Trading Day confirm in writing or by electronic mail to the Holder the number of Ordinary Shares then outstanding. In any case, the number of outstanding Ordinary Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Note, by the Holder and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of Ordinary Shares to the Holder upon conversion of, or otherwise pursuant to, this Note results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding Ordinary Shares (as determined under Section 13(d) of the Exchange Act), the number of shares so issued by which the Holder’s and the other Attribution Parties’ aggregate

beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. Upon delivery of a written notice to the Company, the Holder may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any Other Holder of Notes that is not an Attribution Party of the Holder. For purposes of clarity, the Ordinary Shares issuable pursuant to the terms of this Note in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the Exchange Act. No prior inability to convert this Note or receive shares pursuant to this Note pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of convertibility. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 7(G) to the extent necessary to correct this paragraph or any portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 7(G) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this paragraph may not be waived and shall apply to a successor holder of this Note.

Section 8. Affirmative and Negative Covenants.

(A) Stay, Extension and Usury Laws. To the extent that it may lawfully do so, the Company (A) agrees that it will not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law (wherever or whenever enacted or in force) that may affect the covenants or the performance of this Note; and (B) expressly waives all benefits or advantages of any such law and agrees that it will not, by resort to any such law, hinder, delay or impede the execution of any power granted to the Holder by this Note, but will suffer and permit the execution of every such power as though no such law has been enacted.

(B) Corporate Existence. Subject to Section 9, the Company will cause to preserve and keep in full force and effect:

(i) its corporate existence and the corporate existence of its Subsidiaries in accordance with the organizational documents of the Company or its Subsidiaries, as applicable; and

(ii) the rights (charter and statutory), licenses and franchises of the Company and its Subsidiaries;

provided, however, that the Company need not preserve or keep in full force and effect any such rights (charter and statutory), license or franchise or existence of any of its Subsidiaries if the Board of Directors determines in good faith that (x) the preservation thereof is no longer desirable in the conduct of the business of the Company and its Subsidiaries, taken as a whole; and (y) the loss thereof is not, individually or in the aggregate, materially adverse to the Holder.

(C) Ranking. All payments due under this Note shall rank (i) pari passu with all Other Notes, (ii) effectively senior to all unsecured indebtedness of the Company to the extent of the value of the Collateral securing the Notes for so long as the Collateral so secures the Notes in accordance with the terms hereof and (iii) senior to any Subordinated Indebtedness.

(D) Indebtedness; Amendments to Indebtedness. The Company shall not and shall not permit any Subsidiary to: (a) create, incur, assume, guarantee or be or remain liable with respect to any Indebtedness, other than Permitted Indebtedness; (b) prepay any Indebtedness except by the conversion of Indebtedness into equity securities (other than Disqualified Stock) and the payment of cash in lieu of fractional shares in connection with such conversion or (c) amend or modify any documents or notes evidencing any Indebtedness. The Company shall not and shall not permit any Subsidiary to incur any Indebtedness that would cause a breach or Default under the Notes or prohibit or restrict the performance of any of the Company’s or its Subsidiaries’ obligations under the Notes, including without limitation, the payment of interest and principal thereon.

(E) Liens. The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume, permit or suffer to exist any Lien of any kind on any asset now owned or hereafter acquired, except Permitted Liens.

(F) Investments. The Company shall not directly or indirectly acquire or own, or make any Investment in or to any Person, or permit any of its Subsidiaries so to do; provided that nothing herein shall prohibit the Company from making or holding Permitted Investments; provided, further, that the Company may not make any Investment (or make or hold a Permitted Investment) or permit any of its Subsidiaries to make any Investment (or make or hold a Permitted Investment) if (i) any Event of Default has occurred hereunder and has not been waived by the Required Holders or (ii) any event or circumstance has occurred and is continuing which, with the giving of notice or passage of time or both, could constitute an Event of Default with respect to Section 10(A)(ii), Section 10(A)(iv), Section 10(A)(vi), Section 10(A)(ix), Section 10(A)(x), Section 10(A)(xi), Section 10(A)(xiii), or Section 10(A)(xv).

(G) Distributions. The Company shall not, and shall not allow any Subsidiary to, (a) repurchase or redeem any class of stock or other Equity Interest other than pursuant to employee, director or consultant repurchase plans or other similar agreements provided under plans approved by the Board of Directors; provided, however, in each case the repurchase or redemption price does not exceed the original consideration paid for such stock or Equity Interest, or (b) declare or pay any cash dividend or make a cash distribution on any class of stock or other Equity Interest, except that a Subsidiary of the Company may pay dividends or make distributions to the Company or a parent company that is a direct or indirect Wholly Owned Subsidiary of the Company, or (c) lend money to any employees, officers or directors (except as permitted under clause (F) of the definition of Permitted Investment), or guarantee the payment of any such loans granted by a third party in excess of fifty thousand dollars ($50,000) in the aggregate or (d) waive, release or forgive any Indebtedness owed by any employees, officers or directors in excess of fifty thousand dollars ($50,000) in the aggregate. If there are dividends or distributions made by the Company or any Subsidiary (other than a Subsidiary of the Company paying dividends or making distributions to the Company or a parent company that is a direct or indirect Wholly Owned Subsidiary of the Company the assets of which are subject to a Lien in favor of the Holder pursuant to the Security Agreements), within one (1) Business Day following the date on which the Company files with the Commission (i) an Annual Report on Form 20-F or (ii) a Form 6-K that includes unaudited financial statements, the Company will provide the Holder with a written notice setting forth the aggregate amount of dividends or distributions made by the Company or any Subsidiary pursuant to this Section 8(G) for the period covered by such Annual Report on Form 20-F or Form 6-K, as applicable. Notwithstanding anything herein to the contrary, the Company shall not, and shall not allow any Subsidiary to, declare or pay any cash dividend or make a cash distribution on any class of stock or other Equity Interest if (A) any Event of Default has occurred hereunder and has not been waived by the Required Holders or (B) any event or circumstance has occurred and is continuing which, with the giving of notice or passage of time or both, could constitute an Event of Default with respect to Section 10(A)(ii), Section 10(A)(iv), Section 10(A)(vi), Section 10(A)(ix), Section 10(A)(x), Section 10(A)(xi), Section 10(A)(xiii), or Section 10(A)(xv), other than a Subsidiary of the Company paying dividends or making distributions to the Company or a parent company that is a direct or indirect Wholly Owned Subsidiary of the Company, the assets of which are subject to a Lien in favor of the Holder pursuant to the Security Agreements.

(H) Transfers. The Company shall not, and shall not allow any Subsidiary to, voluntarily or involuntarily transfer, sell, lease, license, lend or in any other manner convey any equitable, beneficial or legal interest in any material portion of the assets of the Company and its Subsidiaries (taken as a whole), except for Permitted Transfers and Permitted Investments.

(I) Compliance with Swiss Non-Bank Rules. The Company shall be at all times in compliance with the Swiss Non-Bank Rules, if and as long as a violation of these rules results in Swiss Withholding Tax consequences for the Company. For the purpose of its compliance with the Swiss Non-Bank Rules under this Section 8(I), the Company and the Holders shall, (i) for purposes of compliance with the Swiss 10 Non-Bank Rule, assume that the number of creditors under the Transaction Documents not being a Swiss Qualifying Bank at all times is ten (10), and (ii) for the purpose of compliance with the Swiss 20 Non-Bank Rule, assume that the number of Holders which are not Swiss Qualifying Banks is at all times ten (10) (irrespective of whether or not there are, at any time, any such Holders).

(J) Taxes. The Company and its Subsidiaries shall pay when due all taxes, fees or other charges of any nature whatsoever (together with any related interest or penalties) now or hereafter imposed or assessed against the Company and its Subsidiaries or their respective assets or upon their ownership, possession, use, operation or disposition thereof or upon their rents, receipts or earnings arising therefrom. The Company and its Subsidiaries shall file on or before the due date therefor all personal property tax returns. Notwithstanding the foregoing, the Company and its Subsidiaries may contest, in good faith and by appropriate proceedings, taxes for which they maintain adequate reserves therefor in accordance with GAAP.

(K) Compliance Certificate. On or prior to the first (1^st) Business Day of each month (or, if requested by the Holder in its sole discretion, within one (1) Business Day of such request or, if earlier, immediately in the event an Event of Default has occurred as a result of a breach of Section 8(D), Section 8(E), Section 8(F), Section 8(G), Section 8(Q), Section 8(X), Section 8(Y), Section 8(Z), Section 8(BB), or Section 8(CC)) the Company shall provide to the Holder a certification, in the form attached hereto as Exhibit B, executed on behalf of the Company by the Chief Financial Officer of the Company, certifying whether or not the Company has satisfied the requirements of Section 8(D), Section 8(E), Section 8(F), Section 8(G), Section 8(Q), Section 8(X), Section 8(Y), Section 8(Z), Section 8(BB), or Section 8(CC) during the immediately preceding calendar month (a “Compliance Certification”). If the Company determines in its sole discretion that such information constitutes material non-public information, then the Company will so indicate in the certification provided pursuant to the preceding sentence and the Company will concurrently disclose such material non-public information on a Form 6-K or otherwise.

(L) Change in Nature of Business. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly, engage in any material line of business substantially different from those lines of business conducted by or publicly contemplated to be conducted by the Company and each of its Subsidiaries on the Issue Date or any business substantially related or incidental thereto. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly, modify its or their corporate structure or purpose.

(M) Maintenance of Properties, Etc. The Company shall maintain and preserve, and the Company shall cause each of its Subsidiaries to maintain and preserve, all of its properties which are necessary or useful (as determined by the Company in good faith) to the conduct of its business in good working order and condition, ordinary wear and tear excepted, and comply at all times in all material respects with the provisions of all leases to which it is a party as lessee or under which it occupies property, so as to prevent any loss or forfeiture thereof or thereunder.

(N) Maintenance of Intellectual Property. The Company will take, and the Company shall cause each of its Subsidiaries to take, all actions necessary or advisable to maintain and preserve all of the Intellectual Property Rights (as defined in the Securities Purchase Agreement) of the Company or such Subsidiary that are necessary or material (as determined by the Company in good faith) to the conduct of its business in full force and effect.

(O) Maintenance of Insurance. The Company shall maintain, and the Company shall cause each of its Subsidiaries to maintain, insurance with responsible and reputable insurance companies or associations (including, without limitation, comprehensive general liability, hazard, rent and business interruption insurance) with respect to its properties (including all real properties leased or owned by it) and business, in such amounts and covering such risks as is required by any governmental authority having jurisdiction with respect thereto or as is carried generally in accordance with sound business practice by companies in similar businesses similarly situated.

(P) Transactions with Affiliates. Neither the Company, nor any of its Subsidiaries, shall enter into, renew, extend or be a party to, any transaction or series of related transactions (including, without limitation, the purchase, sale, lease, transfer or exchange of property or assets of any kind or the rendering of services of any kind) with any affiliate (other than the Company or any of its Wholly Owned Subsidiaries), except transactions for fair consideration and on terms no less favorable to it than would be obtainable in a comparable arm’s length transaction with a Person that is not an affiliate thereof.

(Q) Share Reserve. So long as this Note remains outstanding, the Company shall at all times have reserved from its conditional capital (i) prior to the Conditional Capital Amendment Effective Date, a number of Ordinary Shares reserved solely for issuance of Ordinary Shares upon exercise of the Warrants equal to not less than one hundred percent (100%) of the maximum number of Ordinary Shares exercisable pursuant to the Warrants (which such reservation shall be for the sole benefit of and exclusive availability for the holders of such Warrants) and (ii) on and after the Conditional Capital Amendment Effective Date, (x) a number of Ordinary Shares reserved solely for issuance of Ordinary Shares upon exercise of the Warrants equal to not less than five million five hundred thousand (5,500,000) Ordinary Shares, provided that in no event shall the number of Ordinary Shares reserved solely for issuance of Ordinary Shares upon exercise of the Warrants be less than one hundred percent (100%) of the maximum number of Ordinary Shares exercisable pursuant to the Warrants (the “Post-Amendment Warrant Share Reserve”) and (y) a number of Ordinary Shares reserved solely for issuance of Ordinary Shares pursuant to all Notes and all Other Notes equal to not less than two hundred percent (200%) of a fraction, (A) the numerator of which shall be the then outstanding principal amount of all Notes and all Other Notes, if any, issued pursuant to the Securities Purchase Agreement and (B) the denominator of which shall be the Market Share Payment Price (collectively with the Post-Amendment Warrant Share Reserve, the “Required Reserve Amount”); provided that at no time shall the number of Ordinary Shares reserved pursuant to this Section 8(Q) be reduced other than in connection with any stock combination, reverse stock split or other similar transaction. If (1) at any time the number of Ordinary Shares reserved for issuance is not sufficient to meet the Required Reserve Amount or (2) the Required Holders provide a written request to the Company to increase the Post-Amendment Warrant Share Reserve, the Company will promptly take all corporate action necessary to reserve a sufficient number of Ordinary Shares, including, without limitation, calling a special meeting of stockholders to authorize additional shares to meet the Company’s obligations pursuant to the Transaction Documents (including, for the avoidance of doubt, increasing the Post-Amendment Warrant Share Reserve pursuant to the Required Holders’ written request thereof), in the case of an insufficient number of reserved Ordinary Shares, obtain stockholder approval (if required) of an increase in such number of Ordinary Shares, and voting the management Ordinary Shares of the Company in favor of an increase in the Ordinary Shares of the Company to ensure that the number of reserved Ordinary Shares is sufficient to meet the Required Reserve Amount or Post-Amendment Warrant Share Reserve requested by the Required Holders, as applicable.

(R) Restricted Issuances. The Company shall not, and shall cause its Subsidiaries not to, directly or indirectly, without the prior written consent of the holders of a majority in aggregate principal amount of the Notes then outstanding, (i) issue any Notes (other than as contemplated by the Securities Purchase Agreement and the Notes) or (ii) issue any other securities or incur any Indebtedness, in each case, that would cause a breach or Default under the Notes or that by its terms would prohibit or restrict the performance of any of the Company’s or its Subsidiaries’ obligations under the Notes, including, without limitation, the payment of principal thereon.

(S) Independent Investigation. At the request of the Required Holders at any time the Required Holders have determined in good faith that (i) an Event of Default has occurred or (ii) any event or circumstance has occurred and is continuing which, with the giving of notice or passage of time or both, could constitute an Event of Default but the Company has not timely agreed to such determination in writing, the Company shall hire an independent, reputable investment bank (or, at the sole option of the Required Holders, an independent, reputable accounting firm) selected by the Company and approved by the Required Holders to investigate as to whether such Event of Default or event or circumstance has occurred (the “Independent Investigator”). If the Independent Investigator determines that such Event of Default or event or circumstance has occurred, the Independent Investigator shall notify the Company of such Event of Default or occurrence of such event or circumstance and the Company shall promptly deliver written notice to the Holder of such Event of Default if such Event of Default has occurred. In connection with such investigation, the Independent Investigator may, during normal business hours and upon signing a confidentiality agreement in a form reasonably acceptable to the Company, inspect all contracts, books, records, personnel, offices and other facilities and properties of the Company and its Subsidiaries and, to the extent available to the Company after the Company uses reasonable efforts to obtain them, the records of its accountants (including the accountants’ work papers) and any books of account, records, reports and other papers not contractually required of the Company to be confidential or secret, or subject to attorney-client or other evidentiary privilege, and the Independent Investigator may make such copies and inspections thereof as the

Independent Investigator may reasonably request. The Company shall furnish the Independent Investigator with such financial and operating data and other information with respect to the business and properties of the Company as the Independent Investigator may reasonably request. The Company shall permit the Independent Investigator to discuss the affairs, finances and accounts of the Company with, and to make proposals and furnish advice with respect thereto to, any of the Company’s officers, directors, key employees and independent public accountants (and by this provision the Company authorizes said accountants to discuss with such Independent Investigator the finances and affairs of the Company and any Subsidiaries), all at such reasonable times, upon reasonable notice, and as often as may be reasonably requested.

(T) Upon delivery by the Company to the Holder (or receipt by the Company from the Holder) of any notice in accordance with the terms of this Note, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, non-public information relating to the Company or any of its Subsidiaries, the Company shall on or prior to 9:00 am, New York City time on the Business Day immediately following such notice delivery date, publicly disclose such material, non-public information on a Form 6-K or otherwise. In the event that the Company believes that a notice contains material, non-public information relating to the Company or any of its Subsidiaries, the Company so shall indicate to the Holder explicitly in writing in such notice (or immediately upon receipt of notice from the Holder, as applicable), and in the absence of any such written indication in such notice (or notification from the Company immediately upon receipt of notice from the Holder), the Holder shall be entitled to presume that information contained in the notice does not constitute material, non-public information relating to the Company or any of its Subsidiaries. Nothing contained in this Section 8(T) shall limit any obligations of the Company, or any rights of the Holder, under the Securities Purchase Agreement.

(U) The Company acknowledges and agrees that the Holder is not a fiduciary or agent of the Company, the Holder will not have any obligations hereunder except those obligations expressly set forth herein (and in the Securities Purchase Agreement) and the Holder is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the Note and not as a fiduciary or agent of the Company. The Company agrees that it will not assert any claim against the Holder based on an alleged breach of fiduciary duty by the Holder in connection with the Note. The Company acknowledges that the Holder shall have no obligation to (a) maintain the confidentiality of any information provided by the Company or (b) refrain from trading any securities while in possession of such information in the absence of a written non-disclosure agreement signed by an officer of the Holder that explicitly provides for such confidentiality and trading restrictions. In the absence of such an executed, written non-disclosure agreement, the Company acknowledges that the Holder may freely trade in any securities issued by the Company, may possess and use any information provided by the Company in connection with such trading activity, and may disclose any such information to any third party.

(V) The Company shall cause this Note and any Ordinary Shares issuable pursuant to this Note and/or the Warrants to be eligible to be offered, sold or otherwise transferred by the Holder pursuant to Rule 144, without any requirements as to volume, manner of sale, availability of current public information (whether or not then satisfied) or notice under the Securities Act and without any requirement for registration under any state securities or “blue sky” law, on and after the date that is twelve (12) months following the Issue Date. If this Note is to be transferred, the Holder shall notify the Company and surrender this Note to the Company (or provide the Company an affidavit in a form reasonably acceptable to the Company that this Note was lost, stolen or destroyed), whereupon the Company will forthwith issue and deliver upon the order of the Holder a new Note, registered as the Holder may request.

(W) The Company shall pay when due any and all fees and expenses owed by it under all deposit accounts subject to the Control Agreements entered into in favor of the Collateral Agent.

(X) Cash Burn. The Company’s Available Cash on each Cash Burn Measurement Date shall be greater than or equal to (x) the Company’s Cash and Cash Equivalents on the Cash Burn Reference Date, less (y) five million dollars ($5,000,000).

(Y) Minimum Liquidity. The Company and its Subsidiaries shall have at all times unrestricted, unencumbered Cash and Cash Equivalents in deposit accounts subject to the Control Agreements in an aggregate minimum amount equal to ten million dollars ($10,000,000).

(Z) Intellectual Property of Veraxa BioTech GmbH. Notwithstanding any provision of this Note or any Transaction Document to the contrary, including (for the avoidance of doubt) Section 8(F), Section 8(H) and Section 8(P) of this Note, Veraxa BioTech GmbH shall not, and the Company shall not permit Veraxa BioTech GmbH to, directly or indirectly, sell, transfer, assign, convey, dispose of, license (other than Permitted Intellectual Property Licenses), sublicense, pledge, hypothecate, encumber or otherwise convey any legal or beneficial interest in Veraxa BioTech GmbH’s Intellectual Property to any Person (including, for the avoidance of doubt, the Company or any Subsidiary thereof).

(AA) Control Agreements. The Company shall not, and shall not permit any of its Subsidiaries to, open any accounts (including deposit accounts, securities accounts and commodities accounts) unless the Company or such Subsidiary, within five (5) days of the opening of such account, delivers a Control Agreement over such account. The Company shall, and shall cause its Subsidiaries to, deposit all revenues, proceeds and any other Cash received only in deposit accounts subject to Control Agreements.

(BB) Fee Modification Agreement. (i) The Company shall not, and shall not permit any of its Subsidiaries to, make any payment to Cantor Fitzgerald & Co. or any of its Affiliates in connection with a breach of the Company’s obligations or any other default by the Company pursuant to the Fee Modification Agreement (including, for the avoidance of doubt, a Default Payment (as such term is defined in the Fee Modification Agreement)).

(i) The Company shall at all times remain in compliance with the terms and provisions of the Fee Modification Agreement and shall not otherwise breach any terms or provisions of the Fee Modification Agreement, cause a default thereunder, or cause a Default Payment (as such term is defined in the Fee Modification Agreement) to become due. The Company shall promptly notify the Holder in writing of any breach, default, or event that, with the passage of time, could constitute a breach or default under the Fee Modification Agreement.

(ii) The Company shall not amend, amend and restate, supplement or otherwise modify the Fee Modification Agreement without the prior written consent of the Required Holders.

(CC) Xlife Indebtedness. Prior to December 30, 2027, the Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, make any payments (whether of principal, premium, fees, payments upon a default, or any other amounts) to Xlife in connection with any Indebtedness owed by the Company or any of its Subsidiaries to Xlife, other than regularly scheduled payments of interest in accordance with the terms of such Indebtedness as in effect on the Issue Date.

Section 9. Successors.

The Company will not consolidate with or merge with or into, or (directly, or indirectly through one or more of its Subsidiaries) sell, lease or otherwise transfer, in one transaction or a series of transactions, all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, to another Person, other than the Holder or any of its Affiliates (a “Business Combination Event”), unless:

(A) the resulting, surviving or transferee Person either (x) is the Company or (y) if not the Company, is a corporation (the “Successor Corporation”) duly organized and existing under the laws of the United States of America, any State thereof or the District of Columbia that expressly assumes (by executing and delivering to the Holder, at or before the effective time of such Business Combination Event, a supplement to this instrument) all of the Company’s obligations under this Note; and

(B) immediately after giving effect to such Business Combination Event, no Event of Default will have occurred that has not been waived and no Default will have occurred and be continuing which has not been waived.

At the effective time of any Business Combination Event, the Successor Corporation (if not the Company) will succeed to, and may exercise every right and power of, the Company under this Note with the same effect as if such Successor Corporation had been named as the Company in this Note, and, except in the case of a lease, the predecessor Company will be discharged from its obligations under this Note.

Section 10. Defaults and Remedies

(A) Events of Default. “Event of Default” means the occurrence of any of the following (whose occurrence, for the avoidance of doubt, may be waived, but may not be cured):

(i) a default in the payment when due of a Partial Redemption Payment, the Principal Amount, any amount due under Section 4(B), the Holder Redemption Price, or the Fundamental Change Repurchase Price under this Note;

(ii) a default for two (2) Business Days in the payment when due of the interest on this Note;

(iii) a default in the Company’s obligation to issue Ordinary Shares pursuant to this Note (or any portion of this Note) in accordance with Section 5(E), Section 5(G) or Section 7(C) upon the exercise of the Holder’s election with respect thereto, or upon exercise of the Warrants pursuant to the terms thereof;

(iv) a default in the Company’s obligation to timely deliver a Fundamental Change Notice pursuant to Section 6(C), Cash Sweep Certification pursuant to Section 4(B) or Compliance Certification and such default continues for three (3) Business Days, or the delivery of a materially false or inaccurate Fundamental Change Notice, Cash Sweep Certification, Company Redemption Notice or Compliance Certification;

(v) any failure to timely deliver an Event of Default Notice or any delivery of a materially false or inaccurate certification (including a false or inaccurate deemed certification) by the Company (A) that the Equity Conditions are satisfied or (B) as to whether any Event of Default has occurred;

(vi) a default in any of the Company’s obligations or agreements under this Note or the Transaction Documents (in each case, other than a default set forth in clauses (i) - (v) or (vii) –(xx) of this Section 10(A)), or a breach of any representation or warranty in any material respect (other than representations or warranties subject to material adverse effect or materiality qualifications, which may not be breached in any respect) of any Transaction Document; provided, however, that if such default can be cured, then such default shall not be an Event of Default unless the Company has failed to cure such default within ten (10) days after its occurrence;

(vii) any provision of any Transaction Document at any time for any reason (other than pursuant to the express terms thereof) ceases to be valid and binding on or enforceable against the parties thereto, or the validity or enforceability thereof is contested, directly or indirectly, by the Company or any of its Subsidiaries, or a proceeding is commenced by the Company or any of its Subsidiaries or any governmental authority having jurisdiction over any of them, seeking to establish the invalidity or unenforceability thereof;

(viii) the Company fails to comply with any covenant set forth in Section 8(D), Section 8(E), Section 8(F), Section 8(G), Section 8(H), Section 8(J), Section 8(P), Section 8(Q), Section 8(W), Section 8(X), Section 8(Y), Section 8(Z), Section 8(BB), or Section 8(CC) of this Note;

(ix) the suspension from trading or failure of the Ordinary Shares to be trading or listed on the Company’s primary Eligible Exchange (measured in terms of trading volume for its Ordinary Shares) on which the Ordinary Shares are traded for a period of three (3) consecutive Trading Days;

(x) (i) the failure of the Company or any of its Subsidiaries to pay when due or within any applicable grace period any Indebtedness having an individual principal amount in excess of at least fifty thousand dollars ($50,000) (or its foreign currency equivalent) in the aggregate of the Company or any of its Subsidiaries, whether such Indebtedness exists as of the Issue Date or is thereafter created, and whether such default has been waived for any period of time or is subsequently cured; or (ii) the occurrence of any breach or default under any terms or provisions of any other Indebtedness of at least fifty thousand dollars ($50,000) (or its foreign currency equivalent) in the aggregate of the Company or any of its Subsidiaries, if the effect of such failure or occurrence is to cause or to permit the holder or holders of any such indebtedness, to cause, Indebtedness having an individual principal amount in excess of fifty thousand dollars ($50,000) to become or be declared due prior to its stated maturity;

(xi) one or more final judgments, orders or awards (or any settlement of any litigation or other proceeding that, if breached, could result in a judgment, order or award) for the payment of at least fifty thousand dollars ($50,000) (or its foreign currency equivalent) in the aggregate (excluding any amounts covered by insurance pursuant to which the insurer has been notified and has not denied coverage), is rendered against the Company or any of its Subsidiaries and remains unsatisfied and (i) enforcement proceedings shall have been commenced by any creditor upon any such judgment, order, award or settlement or (ii) there shall be a period of ten (10) consecutive Trading Days after entry thereof during which (A) a stay of enforcement thereof is not in effect or (B) the same is not vacated, discharged, stayed or bonded pending appeal;

(xii) (A) the Company fails to timely file with the Commission its (1) annual reports on Form 20-F or (2) its reports on Form 6-K including unaudited financial statements, in the manner and within the time periods required by the Exchange Act, the Securities Act or the Eligible Exchange on which the Ordinary Shares are listed for trading, as applicable, in any case in a manner that results in the Company failing for any reason to satisfy the requirements of Rule 144(c)(1) under the Securities Act, including, without limitation, the failure to satisfy the current public information requirement under Rule 144(c), (B) the Company withdraws or restates any such annual or current report previously filed with the Commission or (C) the Company at any time ceases to satisfy the eligibility requirements set forth under Section I.A of the General Instructions to Form F-3;

(xiii) the Company fails to remove any restrictive legend on any certificate or any Ordinary Shares issued to the Holder pursuant to any Securities (as defined in the Securities Purchase Agreement) acquired by the Holder under the Securities Purchase Agreement (including this Note) as and when required by such Securities or the Securities Purchase Agreement, unless otherwise then prohibited by applicable federal securities laws and such failure continues for more than five (5) Trading Days;

(xiv) any Security Document shall for any reason fail or cease to create a separate valid and perfected, and, except to the extent permitted by the terms hereof or thereof, first priority Lien on the Collateral, in each case, in favor of the Collateral Agent and the Holder in accordance with the terms thereof, or any material provision of any Security Document shall at any time for any reason cease to be valid and binding on or enforceable against the Company or the validity or enforceability thereof shall be contested by any party thereto (including by way of the Company or any of its Subsidiaries requesting the release of Collateral under any Security Document governed by German law as a consequence of a purported overcollateralization), or a proceeding shall be commenced by the Company or any governmental authority having jurisdiction over the Company, seeking to establish the invalidity or unenforceability thereof;

(xv) any material damage to, or loss, theft or destruction of, any Collateral (provided that any damage, loss, theft or destruction of the Collateral that reduces the value of such Collateral by fifty thousand dollars ($50,000) or more shall be deemed to be material), whether or not insured, or any strike, lockout, labor dispute, embargo, condemnation, act of God or public enemy, or other casualty which causes, for more than fifteen (15) consecutive days, the cessation or substantial curtailment of revenue producing activities at any facility of the Company or any Subsidiary, if any such event or circumstance could reasonably be expected to have a Material Adverse Effect (as defined in the Securities Purchase Agreement); for clarity, an Event of Default under this Section 10(A)(xv) will not require any curtailment of revenue;

(xvi) The Ordinary Shares issuable pursuant to the Notes or the Warrants are not Freely Tradable at any time following the earlier to occur of (x) the first anniversary of the Issue Date and (y) the effectiveness of a registration statement registering the Ordinary Shares issuable pursuant to this Note and the Warrants.

(xvii) the Company or any of its Significant Subsidiaries, pursuant to or within the meaning of any Bankruptcy Law, either:

(1) commences a voluntary case or proceeding;

(2) consents to the entry of an order for relief against it in an involuntary case or proceeding;

(3) consents to the appointment of a custodian of it or for any substantial part of its property;

(4) makes a general assignment for the benefit of its creditors;

(5) takes any comparable action under any foreign Bankruptcy Law; or

(6) generally is not paying its debts as they become due; or

(xviii) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that either:

(1) is for relief against Company or any of its Significant Subsidiaries in an involuntary case or proceeding;

(2) appoints a custodian of the Company or any of its Significant Subsidiaries, or for any substantial part of the property of the Company or any of its Significant Subsidiaries;

(3) orders the winding up or liquidation of the Company or any of its Significant Subsidiaries; or

(4) grants any similar relief with respect to the Company or any of its Significant Subsidiaries under any foreign Bankruptcy Law,

and, in each case under this Section 10(A)(xviii), such order or decree remains unstayed and in effect for at least thirty (30) days.

(xix) the Company’s stockholders approve any plan for the liquidation or dissolution of the Company.

(B) Acceleration.

(i) Automatic Acceleration in Certain Circumstances. If an Event of Default set forth in Section 10(A)(xvii) or Section 10(A)(xviii) occurs with respect to the Company (and not solely with respect to a Significant Subsidiary of the Company), then the then outstanding portion of the Principal Amount of, and all accrued and unpaid interest on, this Note will immediately become due and payable without any further action or notice by any Person.

(ii) Optional Acceleration. If an Event of Default (other than an Event of Default set forth in Section 10(A)(xvii) or Section 10(A)(xviii) with respect to the Company and not solely with respect to a Subsidiary of the Company) occurs and has not been waived by the Holder, then the Holder, by notice to the Company, may declare this Note (or any portion thereof) to become due and payable on the Business Day immediately following the date of such notice for cash in an amount equal to the Event of Default Acceleration Amount.

(C) Notice of Events of Default. Promptly, but in no event later than one (1) Business Day after an Event of Default, the Company will provide written notice of such Event of Default to the Holder (an “Event of Default Notice”), which Event of Default Notice shall include (i) a reasonable description of the applicable Event of Default, (ii) the date on which the Event of Default occurred and (iii) the date on which the Default underlying such Event of Default initially occurred, if different than the date on which the Event of Default occurred.

(D) Default Interest. If a Default or an Event of Default occurs, then in each case, to the extent lawful, interest (“Default Interest”) will automatically accrue on the Principal Amount outstanding as of the date of such Default or Event of Default at a rate per annum equal to fifteen percent (15%), from, and including, the date of such Default or Event of Default, as applicable, to, but excluding, the date such Default is cured and all outstanding Default Interest under this Note has been paid. Default Interest hereunder will be computed on the basis of a 360-day year comprised of twelve 30-day months and will be payable in arrears on the earlier of (i) the first day of each calendar month, (ii) the date such Default is cured, (iii) the date on which any portion of the outstanding Principal Amount of this Note is reduced or otherwise retired (including, for the avoidance of doubt, a Fundamental Change Repurchase Date, Conversion Settlement Date, Partial Redemption Date, Holder Redemption Date, or any date that an Event of Default Acceleration Amount or Cash Sweep Payment is paid by the Company to the Holder), and (iv) the Maturity Date.

Section 11. Ranking.

All payments due under this Note shall rank (i) pari passu with all Other Notes, (ii) effectively senior to all unsecured indebtedness of the Company to the extent of the value of the Collateral securing the Notes for so long as the Collateral so secures the Notes in accordance with the terms hereof and (iii) senior to any Subordinated Indebtedness.

Section 12. Replacement Notes.

If the Holder of this Note claims that this Note has been mutilated, lost, destroyed or wrongfully taken, then the Company will issue, execute and deliver a replacement Note upon surrender to the Company of such mutilated Note, or upon delivery to the Company of evidence of such loss, destruction or wrongful taking reasonably satisfactory to the Company. In the case of a lost, destroyed or wrongfully taken Note, the Company may require the Holder to provide such security or an indemnity that is reasonably satisfactory to the Company to protect the Company from any loss that it may suffer if this Note is replaced.

Section 13. Notices.

Any notice or communication to the Company will be deemed to have been duly given if in writing and delivered in person or by first class mail (registered or certified, return receipt requested), electronic transmission (including e-mail) or other similar means of unsecured electronic communication or overnight air courier guaranteeing next day delivery, or to the other’s address, which initially is as follows:

VERAXA Biotech Holding AG

Talacker 35

8001 Zurich, Switzerland

Attention: Christoph Antz

Email address: [email protected]

With copies to:

Duane Morris LLP

901 New York Avenue N.W., Suite 700 East

Washington, D.C. 20001

Attention: Andrew M. Tucker; Rebekah D. McCorvey

Email address: [email protected]; [email protected]

The Company, by notice to the Holder, may designate additional or different addresses for subsequent notices or communications.

Any notice or communication to the Holder will be by e-mail to its e-mail address, which initially is as set forth in the Securities Purchase Agreement. The Holder, by notice to the Company, may designate additional or different addresses for subsequent notices or communications.

If a notice or communication is mailed in the manner provided above within the time prescribed, it will be deemed to have been duly given, whether or not the addressee receives it.

Section 14. Successors and Assigns.

All agreements of the Company in this Note will bind its successors and will inure to the benefit of the Holder’s successors and assigns.

Section 15. Severability.

If any provision of this Note is invalid, illegal or unenforceable, then the validity, legality and enforceability of the remaining provisions of this Note will not in any way be affected or impaired thereby.

Section 16. Headings, Etc.

The headings of the Sections of this Note have been inserted for convenience of reference only, are not to be considered a part of this Note and will in no way modify or restrict any of the terms or provisions of this Note.

Section 17. Amendments

This Note may not be amended or modified unless in writing by the Company and the Required Holders, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit; provided, however, that in no event may Section 7(G) be amended or modified, it being understood that this does not affect the ability of the Holder to deliver written notice to the Company to increase or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as provided in Section 7(G).

Section 18. Governing Law; Waiver of Jury Trial.

All questions concerning the construction, validity, enforcement and interpretation of this Note shall be governed by the internal laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of Delaware. The Company and each Holder hereby irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware, for the adjudication of any dispute hereunder or in connection herewith or under any of the other Transaction Documents or with any transaction contemplated hereby or thereby, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Note and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Nothing contained herein shall be deemed or operate to preclude any Holder from bringing suit or taking other legal action against the Company in any other jurisdiction to collect on the Company’s obligations to such Holder or to enforce a judgment or other court ruling in favor of such Holder. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT OR IN CONNECTION WITH OR ARISING OUT OF THIS NOTE OR ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY.

Section 19. Submission to Jurisdiction.

The Company (A) agrees that any suit, action or proceeding against it arising out of or relating to this Note may be instituted in the Court of Chancery of the State of Delaware; (B) waives, to the fullest extent permitted by applicable law, (i) any objection that it may now or hereafter have to the laying of venue of any such suit, action or proceeding; and (ii) any claim that it may now or hereafter have that any such suit, action or proceeding in such a court has been brought in an inconvenient forum; and (C) submits to the nonexclusive jurisdiction of such court in any such suit, action or proceeding.

Section 20. Enforcement Fees.

The Company agrees to pay all costs and expenses of the Holder incurred as a result of enforcement of this Note and the collection of any amounts owed to the Holder hereunder (whether in cash, Ordinary Shares or otherwise), including, without limitation, reasonable attorneys’ fees and expenses.

Section 21. Electronic Execution.

The words “execution,” “signed,” “signature,” and words of similar import in the Note shall be deemed to include electronic or digital signatures or the keeping of records in electronic form, each of which shall be of the same effect, validity, and enforceability as manually executed signatures or a paper-based recordkeeping system, as the case may be, to the extent and as provided for under applicable law, including the Electronic Signatures in Global and National Commerce Act of 2000 (15 U.S.C. §§ 7001-7006), the Electronic Signatures and Records Act of 1999 (N.Y. State Tech. §§ 301-309), or any other similar state laws based on the Uniform Electronic Transactions Act.

* * *

Exhibit A

Form of Holder Conversion Notice

VERAXA Biotech Holding AG

Senior Secured Note due 2027

Subject to the terms of this Note, by executing and delivering this Holder Conversion Notice, the undersigned Holder of this Note hereby gives notice to the Company to subscribe for the total number of Ordinary Shares set forth below, (x) a number of which, if any, to be issued out of the Company’s conditional capital according to art. 3a of the Company’s articles of association as set forth below, and (y) the rest of which, if any, to be issued out of the Company’s treasury shares, capital band or purchased on the open market, as specified in the Company’s applicable Partial Redemption Share Payment Notice or as otherwise set forth in the Note, and undertakes to pay the total issue price for such shares in full, together with all applicable transfer taxes, if any. Payment shall take the form of a deduction and set-off of the following Principal Amount of this Note: $_______________,000 in accordance with the following details.

Total Number of Ordinary Shares to be delivered:



Total Number of Ordinary Shares to be delivered out of the Company’s conditional capital according to art. 3a of the Company’s articles of association:



Accrued interest amount:



Market Share Payment Price:



Account Number:



DTC Participant Number:



DTC Participant Name:

Date:
				(Legal Name of Holder)

	By:
		Name:
		Title:

A-1

Exhibit B

Form of Covenant Compliance Certification

The undersigned, the duly qualified and elected Chief Financial Officer of VERAXA Biotech Holding AG, a public limited company organized under the Laws of Switzerland (the “Company”), does hereby certify in such capacity and on behalf of the Company, pursuant to the Senior Secured Note due 2027, issued [●], 2026 (the “Note”), issued by the Company to [●], that:

the Company satisfied the requirements of Section 8(D) of the Note during the calendar month ended [●];

ii.

the Company satisfied the requirements of Section 8(E) of the Note during the calendar month ended [●];

iii.

the Company satisfied the requirements of Section 8(F) of the Note during the calendar month ended [●];

iv.

the Company satisfied the requirements of Section 8(G) of the Note during the calendar month ended [●];

the Company satisfied the requirements of Section 8(Q) of the Note during the calendar month ended [●];

vi.

the Company satisfied the requirements of Section 8(X) of the Note during the calendar month ended [●];

vii.

the Company satisfied the requirements of Section 8(Y) of the Note during the calendar month ended [●];

viii.

the Company satisfied the requirements of Section 8(Z) of the Note during the calendar month ended [●];

ix.

the Company satisfied the requirements of Section 8(BB) of the Note during the calendar month ended [●]; and

the Company satisfied the requirements of Section 8(CC) of the Note during the calendar month ended [●].

Capitalized terms used herein without definition shall have the meanings given to such terms in the Note.

	VERAXA BIOTECH HOLDING AG

	By:
	Name:
	Title:

Date:

B-1

Exhibit 10.1

SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of May 27, 2026, is by and among Veraxa Biotech AG, a public limited company organized under the Laws of Switzerland with offices located at Talacker 35, 8001 Zurich, Switzerland (CHE-191.735.923) (the “Company”), Veraxa Biotech Holding AG, a company limited by shares organized under the Laws of Switzerland with offices located at Talacker 35, 8001 Zurich, Switzerland (CHE-441.201.868) (“PubCo”), Voyager Acquisition Corp., a Cayman Islands exempted company with limited liability (“Voyager”) with offices located at 131 Concord Street, Brooklyn, NY 11201 and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).

RECITALS

A. The Company, PubCo, Voyager and each Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”), and Rule 506(b) of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act.

B. PubCo has authorized a new series of Secured Notes in the form attached hereto as Exhibit A (the “Notes”), which such Notes shall under certain circumstances entitle the Buyers to receive PubCo’s ordinary shares, CHF 1/113.25 par value (together with any capital stock into which such ordinary shares shall have been changed or any share capital resulting from a reclassification of such ordinary shares, the “PubCo Ordinary Shares”) (such underlying PubCo Ordinary Shares issuable pursuant to the terms of the Notes, the “Note Shares”).

C. PubCo has also authorized the issuance of warrants to purchase PubCo Ordinary Shares in the form attached hereto as Exhibit B (the “Warrants”) (such underlying PubCo Ordinary Shares issuable upon exercise of a Warrant, collectively, the “Warrant Shares” and, together with the Note Shares, the “Underlying Shares”). The Purchased Notes (as defined below), the Purchased Warrants (as defined below) and Underlying Shares are collectively referred to herein as the “Securities.”

D. Each Buyer wishes to purchase, and PubCo wishes to sell, upon the terms and conditions stated in this Agreement, the aggregate principal amount of Purchased Notes (as defined below) set forth opposite such Buyer’s name in column (3) on the Schedule of Buyers.

E. Each Buyer wishes to purchase, and PubCo wishes to sell, upon the terms and conditions stated in this Agreement, the Purchased Warrants (as defined below) exercisable for the aggregate number of Warrant Shares set forth opposite such Buyer’s name in column (6) on the Schedule of Buyers.

F. At the Closing (as defined below), PubCo and each Buyer shall execute and deliver the security agreements, in the form attached hereto as Exhibit C (the “Security Agreements”), pursuant to which PubCo has agreed to grant a first priority security interest to the Collateral Agent (as defined in the Security Agreements), as collateral agent for the holders of the Notes in the tangible and intangible assets, now owned and hereafter created or acquired, of the Company and its Subsidiaries as set forth in the Security Agreements.

G. The Company is party to that certain Business Combination Agreement (as the same may be amended, restated or supplemented from time to time, the “Merger Agreement”), dated April 22, 2025, by and among PubCo, Voyager, and the other parties thereto, pursuant to which, among other things, (i) Voyager will merge with and into Veraxa Cayman Merger Sub, an exempted company with limited liability, incorporated under the laws of the Cayman Islands (“Merger Sub”), with Merger Sub surviving such merger, and being a wholly owned subsidiary of PubCo, and (ii) the Company will merge with and into PubCo, with PubCo surviving such merger as a publicly traded company (collectively, the “deSPAC Transaction”).

H. In connection with and effective upon completion of the deSPAC Transaction, PubCo will assume all of the business, operations, assets, and liabilities of Voyager and the Company, and each of Voyager and the Company will cease to exist as a separate legal entity.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company, PubCo, Voyager and each Buyer hereby agree as follows:

1.	PURCHASE AND SALE OF PURCHASED SECURITIES.

(a) Purchase of Securities. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 8 and 9, as applicable, PubCo shall, in reliance upon the exemptions from securities registration afforded by Section 4(a)(2) of the 1933 Act and Rule 506(b) of Regulation D, issue and sell to each Buyer, and each Buyer severally, but not jointly, agrees to purchase from PubCo on the Closing Date (as defined below) the following Securities:

(i) the aggregate principal amount of Notes as is set forth opposite such Buyer’s name in column (3) on the Schedule of Buyers (the “Purchased Notes”); and

(ii) a Warrant exercisable for the aggregate number of Warrant Shares as is set forth opposite such Buyer’s name in column (6) of the Schedule of Buyers (the “Purchased Warrants” and together with Purchased Notes, the “Purchased Securities”).

(b) Closing. The closing (the “Closing”) of the purchase of the Purchased Securities by the Buyers shall occur by electronic transmission or other transmission as mutually acceptable to the parties. The date and time of the Closing (the “Closing Date”) shall be 10:00 a.m., New York time, on the first (1st) Business Day on which the conditions to the Closing set forth in Sections 8 and 9 are satisfied or waived (or such other date as is mutually agreed to by the Company and each Buyer). As used herein “Business Day” means any day other than a Saturday, a Sunday or any day on which commercial banks in the City of New York are authorized or required by law or executive order to close or be closed; provided, however, for clarification, commercial banks in the City of New York shall not be deemed to be authorized or required by law or executive order to close or be closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in the City of New York are open for use by customers on such day.

(c) Securities Purchase Price. The aggregate purchase price for the Purchased Securities to be purchased by each Buyer at the Closing (the “Securities Purchase Price”) shall be the sum of the amount set forth opposite such Buyer’s name in column (4) and column (5) on the Schedule of Buyers.

(d) Form of Payment for Purchased Securities. On the Closing Date, (i) each Buyer shall pay its respective Securities Purchase Price to the Company for the Purchased Securities to be issued and sold to such Buyer at the Closing Date set forth opposite such Buyer’s name in column (4) and column (5) on the Schedule of Buyers (net of expenses payable pursuant to Section 6(h)), by wire transfer of immediately available funds in accordance with a Flow of Funds Letter (as defined below) with respect to the Purchased Securities and (ii) PubCo shall deliver to each Buyer the aggregate principal amount of the Purchased Notes as is set forth opposite such Buyer’s name in column (3) of the Schedule of Buyers, duly executed on behalf of PubCo and registered on the books and records of PubCo in the name of such Buyer or its designee; and (iii) PubCo shall deliver to each Buyer the Purchased Warrants exercisable for the aggregate number of Warrant Shares as is set forth opposite such Buyer’s name in column (6) of the Schedule of Buyers, duly executed on behalf of PubCo and registered on the books and records of PubCo in the name of such Buyer or its designee.

(e) Purchase Price Allocation. Each Buyer, the Company and PubCo agree that the Purchased Notes and the Purchased Warrants constitute an “investment unit” for purposes of Section 1273(c)(2) of the Internal Revenue Code of 1986, as amended (the “Code”). The Buyers, the Company and PubCo mutually agree that the allocation of the issue price of such investment unit between the Purchased Notes and the Purchased Warrants in accordance with Section 1273(c)(2) of the Code shall be as set forth on the Schedule of Buyers, and neither the Buyers nor the Company nor PubCo shall take any position inconsistent with such allocation in any tax return or for any other purposes (including in any judicial or administrative proceeding in respect of taxes), except as may be otherwise required by applicable law.

2.	BUYER’S REPRESENTATIONS AND WARRANTIES.

Each Buyer, severally and not jointly, represents and warrants to the Company, Voyager and PubCo with respect to only itself that, as of the date hereof and as of the Closing Date:

(a) Organization; Authority. Such Buyer is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with the requisite power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents (as defined below) to which it is a party and otherwise to carry out its obligations hereunder and thereunder.

(b) No Public Sale or Distribution. Such Buyer (i) is acquiring its Purchased Notes and Purchased Warrants, and (ii) upon exercise of, or otherwise in accordance with, its Purchased Notes or Purchased Warrants will acquire the Note Shares or Warrant Shares, as applicable, issuable upon exercise thereof, or otherwise in accordance therewith, in each case, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof in violation of applicable securities laws, except pursuant to sales registered or exempted under the 1933 Act; provided, however, by making the representations herein, such Buyer does not agree, or make any representation or warranty, to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption from registration under the 1933 Act. Such Buyer does not presently have any agreement or understanding, directly or indirectly, with any Person (as defined below) to distribute any of the Securities in violation of applicable securities laws. For purposes of this Agreement, “Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and any Governmental Entity (as defined below) or any department or agency thereof.

(c) Accredited Investor Status. At the time such Buyer was offered the Securities, it was and, as of the date hereof, such Buyer is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D.

(d) Reliance on Exemptions. Such Buyer understands that the Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that each of the Company, PubCo and Voyager is relying in part upon the truth and accuracy of, and such Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer to acquire the Securities.

(e) Information. Such Buyer and its advisors, if any, have been furnished with all materials relating to the business, finances and operations of the Company, PubCo and Voyager and materials relating to the offer and sale of the Securities that have been requested by such Buyer. Such Buyer and its advisors, if any, have had (i) the opportunity to review the Transaction Documents and the PubCo SEC Documents and Voyager SEC Documents (each as defined below) and has been afforded the opportunity to ask such questions of the Company, PubCo and Voyager as it has deemed necessary of, and to receive answers from, representatives of the Company, PubCo and Voyager concerning the terms and conditions of the offering of the Securities and the merits and risks of investing in the Securities; (ii) access to information about each of the Company, PubCo and Voyager and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company, PubCo or Voyager possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other due diligence investigations conducted by such Buyer or its advisors, if any, or its representatives shall modify, amend or affect such Buyer’s right to rely on the Company’s, PubCo’s or Voyager’s representations and warranties contained herein. Such Buyer understands that its investment in the Securities involves a high degree of risk. Such Buyer acknowledges that it can bear the economic risk and complete loss of its investment in the Securities and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment contemplated hereby. Such Buyer did not learn of the investment in the Securities as a result of any general solicitation or general advertising. Such Buyer has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the Securities. Such Buyer is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, except for statements, representations and warranties contained in this Agreement, in making its investment or decision to invest in the Company, PubCo or Voyager.

(f) No Governmental Review. Such Buyer understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities nor have such authorities passed upon or endorsed the merits of the offering of the Securities.

(g) Transfer or Resale. Such Buyer understands that: (i) the Securities have not been registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred by any Buyer or any other holder of such Securities unless (A) subsequently registered thereunder, (B) such Buyer shall have delivered to PubCo (if requested by PubCo), an opinion of counsel, in a form reasonably acceptable to PubCo, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer provides PubCo with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act (or a successor rule thereto) (collectively, “Rule 144”); and (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144, and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC promulgated thereunder. Provided that no Event of Default (as such term is defined in the Notes) has occurred that has not been waived and no Default (as such term is defined in the Notes) has occurred and is continuing which has not been waived, any potential assignment or transfer of the Purchased Notes shall only be made to a Swiss Qualifying Bank (as defined herein) or with the prior written consent of PubCo, which consent of PubCo shall not be unreasonably withheld or delayed. PubCo will be deemed to have given its consent three (3) Business Days after the Buyer has requested such consent in writing unless consent is expressly refused by PubCo within that time. PubCo and the Buyers agree that consent shall not be withheld if, following such assignment or transfer, the Swiss 10 Non-Bank Rule would not be violated. For purposes of this Agreement, “Swiss 10 Non-Bank Rule” means the rule that the aggregate number of creditors of PubCo under this Agreement and the Transaction Documents which are not Swiss Qualifying Banks must not exceed ten (10) in accordance with the Swiss Guidelines. For the purposes of this Agreement, “Swiss Qualifying Bank” shall mean (i) any bank as defined in the Swiss Federal Code for Banks and Savings Banks dated November 1934 (Bundesgesetz über die Banken und Sparkassen), (ii) any person acting on its own account which is licensed as a bank under the banking laws in force in its jurisdiction of incorporation and any branch of a legal entity which is licensed as a bank under the banking laws in force in the jurisdiction where such branch is situated, and which, in each case, exercises as its main purpose a true banking activity, having its own bank personnel, premises, communication devices and decision-making power, all in accordance with the Swiss Guidelines (as defined herein), or (iii) a federal reserve or central bank (including supranational central banks such as inter alia the European Central Bank) and institutions with a similar function as a federal reserve or central bank in countries which do not have a federal reserve or central bank and the Bank for International Settlements (BIS). For purposes of this Agreement, the Parties shall assume that the number of creditors not being a Swiss Qualifying Bank under the Purchased Notes is at all times ten (10). Notwithstanding the foregoing, from and after the date that is six (6) months following the Closing Date, at the request of any Buyer, PubCo shall, if PubCo is then in compliance with Section 6(c) hereof, deliver to such Buyer or PubCo’s transfer agent, as applicable, an opinion of counsel to PubCo, at PubCo’s expense and in a form reasonably acceptable to such Buyer, that (x) adequate public information with respect to PubCo is then available (within the meaning of Rule 144(c)) and (y) a sale of the applicable Securities may be made in accordance with the terms of Rule 144. Notwithstanding the foregoing, the Securities may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no Buyer effecting a pledge of Securities shall be required to provide the Company, PubCo or Voyager with any notice thereof or otherwise make any delivery to the Company, PubCo or Voyager pursuant to this Agreement or any other Transaction Document, including, without limitation, this Section 2(g).

(h) Validity; Enforcement. This Agreement, the Security Agreements and the Security Documents (as defined below) have been duly and validly authorized, executed and delivered on behalf of such Buyer and shall constitute the legal, valid and binding obligations of such Buyer enforceable against such Buyer in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies. As used in this Agreement, “Security Documents” means the Security Agreements, the Control Agreements (as defined in the Notes), and each other agreement or instrument pursuant to or in connection with which the Company or any of its Subsidiaries or PubCo or any of its Subsidiaries grants a security interest in any Pledged Collateral (as defined in the Security Agreements) to the Collateral Agent or any other Secured Party (as defined in the Security Agreements, the “Security Parties”), for its benefit and the benefit of the Holders (as defined in the Security Agreements), or pursuant to which any such security interest in Pledged Collateral is perfected, each as amended, restated, supplemented or otherwise modified from time to time in accordance with the terms hereof and thereof.

(i) No Conflicts. The execution, delivery and performance by such Buyer of this Agreement and the Security Documents and the consummation by such Buyer of the transactions contemplated hereby and thereby will not (i) result in a violation of the organizational documents of such Buyer, or (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which such Buyer is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws) applicable to such Buyer, except in the case of clauses (ii) and (iii) above, for such conflicts, defaults, rights or violations which could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Buyer to perform its obligations hereunder.

(j) No Bad Actor Disqualification Event. Such Buyer represents, after reasonable inquiry, that none of the “Bad Actor” disqualifying events described in Rule 506(d)(1)(i) to (viii) under the 1933 Act (a “Disqualification Event”) is applicable to such Buyer or any of its Rule 506(d) Related Parties (if any). “Rule 506(d) Related Party” means a person or entity that is a beneficial owner of such Buyer’s securities for purposes of Rule 506(d).

3.	REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

The Company represents and warrants to each of the Buyers that, as of the date hereof and as of immediately prior to the closing of the deSPAC Transaction:

(a) Organization and Qualification. Each of the Company and each of its Subsidiaries are entities duly organized and validly existing and in good standing (if a good standing concept exists in such jurisdiction) under the laws of the jurisdiction in which they are formed, and have the requisite power and authority to own their properties and to carry on their business as now being conducted. Each of the Company and each of its Subsidiaries is duly qualified as a foreign entity to do business and is in good standing (if a good standing concept exists in such jurisdiction) in every jurisdiction in which its ownership of property or the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not reasonably be expected to have a Company Material Adverse Effect (as defined below). As used in this Agreement, “Company Material Adverse Effect” means any material adverse effect on (i) the business, properties, assets, liabilities, operations (including results thereof), condition (financial or otherwise) or prospects of the Company or its Subsidiaries, taken as a whole, (ii) the transactions contemplated hereby or in any of the other Transaction Documents or any other agreements or instruments entered into in connection herewith or therewith or (iii) the authority or ability of the Company or any of its Subsidiaries to perform any of their respective obligations under any of the Transaction Documents. Except as set forth on Schedule 3(a), the Company has no significant Subsidiaries within the meaning of Rule 1-02(w) of Regulation S-X. “Subsidiaries” means any Person in which the Person in question, directly or indirectly, (I) owns any of the outstanding capital stock or holds any equity or similar interest of such Person or (II) controls or operates all or any part of the business, operations or administration of such Person, and each of the foregoing, is individually referred to herein as a “Subsidiary”.

(b) Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents to which it is or will be a party. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby, have been duly authorized by the Company’s board of directors (the “Board of Directors of the Company”), and no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards of directors or their owners of equity interests or other governing body in connection therewith. This Agreement has been, and the other Transaction Documents to which it is a party will be duly executed and delivered by the Company prior to the Closing, and each constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its respective terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies, and (ii) insofar as rights to indemnification and to contribution may be limited by applicable law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Security Documents, the Irrevocable Transfer Agent Instructions (as defined below), the Voting Agreements (as defined below), the Lock-Up Agreements (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time. The Merger Agreement was amended on October 18, 2025 and was further amended on February 2, 2026 (the “Second Amendment and Waiver to the BCA”). The Merger Agreement has not been amended since the Second Amendment and Waiver to the BCA and neither the Company, PubCo nor Voyager has waived any rights under the Merger Agreement except as set forth in the Second Amendment and Waiver to the BCA.

(d) No Conflicts. The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby will not (i) result in a violation of the Articles of Association (as defined below) or other organizational documents of the Company or any of its Subsidiaries, or any capital stock or other securities of the Company or any of its Subsidiaries, (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) in any respect under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company or any of its Subsidiaries is a party, or (iii) assuming the accuracy of the representations and warranties in Section 2, result in a violation of any law, rule, regulation, order, judgment or decree (including, without limitation, foreign, federal and state securities laws and regulations, and including all applicable foreign, federal and state laws, rules and regulations) applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected, except in the case of clauses (ii) and (iii) above, for such breaches, violations or conflicts as would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect.

(e) Consents. Neither the Company nor any Subsidiary is required to obtain any consent from, authorization or order of, or make any filing or registration with (other than filings necessary to perfect all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively “Liens”) granted under the Security Agreements and such consents, authorizations, filings or registrations the absence of which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect) any Governmental Entity or any regulatory or self-regulatory agency or any other Person in order for it to execute, deliver or perform any of its respective obligations under or contemplated by the Transaction Documents, in each case, in accordance with the terms hereof or thereof. All consents, authorizations, orders, filings and registrations which the Company or any Subsidiary is required to obtain pursuant to the preceding sentence have been or will be obtained or effected on or prior to the Closing Date, and neither the Company nor any of its Subsidiaries are aware of any facts or circumstances which might prevent the Company or any of its Subsidiaries from obtaining or effecting any of the registration, application or filings contemplated by the Transaction Documents. “Governmental Entity” means any nation, state, county, city, town, village, district, or other political jurisdiction of any nature, federal, state, local, municipal, foreign, or other government, governmental or quasi-governmental authority of any nature (including any governmental agency, branch, department, official, or entity and any court or other tribunal), multi-national organization or body; or body exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory, or taxing authority or power of any nature or instrumentality of any of the foregoing, including any entity or enterprise owned or controlled by a government or a public international organization or any of the foregoing.

(f) Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that no Buyer is (i) an officer or director of the Company or any of its Subsidiaries, (ii) an “affiliate” (as defined in Rule 144) of the Company or any of its Subsidiaries or (iii) to its knowledge, a “beneficial owner” (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “1934 Act”)) of more than 4.99% of the shares of any voting class of the Company’s ordinary shares. The Company further acknowledges that no Buyer is acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to such Buyer’s purchase of the Securities. The Company further represents to each Buyer that the Company’s and each Subsidiary’s decision to enter into the Transaction Documents to which it is a party has been based solely on the independent evaluation by the Company, each Subsidiary and their respective representatives.

(g) No General Solicitation; Placement Agent Fees. Neither the Company, nor any of its Subsidiaries or affiliates, nor any Person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offer or sale of the Securities. The Company shall be responsible for the payment of any placement agent’s fees, financial advisory fees, or brokers’ commissions (other than for Persons engaged by any Buyer or its investment advisor) relating to or arising out of the transactions contemplated hereby. Neither the Company nor any of its Subsidiaries has engaged any placement agent or other agent in connection with the offer or sale of the Securities. The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, attorney’s fees and reasonable and documented out-of-pocket expenses) arising in connection with any claim for the payment of any placement agent’s fees, financial advisory fees, or brokers’ commissions (other than for Persons engaged by any Buyer) relating to or arising out of the transactions contemplated hereby.

(h) No Integrated Offering. None of the Company, its Subsidiaries or any of their affiliates, nor any Person acting on their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would require registration of the issuance of any of the Securities under the 1933 Act, whether through integration with prior offerings or otherwise, or cause this offering of the Securities to require approval of holders of shares of the Company in connection with the offering of the Securities for purposes of the 1933 Act or under any applicable shareholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or designated for quotation. None of the Company, its Subsidiaries, their affiliates nor any Person acting on their behalf has taken or will take any action or steps that would require registration of the issuance of any of the Securities under the 1933 Act or cause the offering of any of the Securities to be integrated with other offerings of securities of the Company.

(i) [Reserved.]

(j) Application of Takeover Protections. The Company and the Board of Directors of the Company have taken or will take prior to the Closing Date all necessary action, if any, in order to render inapplicable any control share acquisition, interested shareholder, business combination, poison pill, stockholder rights plan or other similar anti-takeover provision under the Articles of Association or other organizational documents or the laws of the jurisdiction of its organization which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the issuance of the Securities and any Buyer’s ownership of the Securities.

(k) Financial Statements. The financial statements of the Company provided to the Buyers have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, as in effect from time to time (“IFRS”), consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregate). No other information provided by or on behalf of the Company to any of the Buyers (including, without limitation, information referred to in the disclosure schedules to this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleading, in the light of the circumstances under which they are or were made. The Company is not currently contemplating to amend or restate any of the financial statements (including, without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) provided to the Buyers (the “Company Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Company Financial Statements, in each case, in order for any of the Company Financial Statements to be in material compliance with IFRS and the rules and regulations of the SEC. The Company has not been informed by its independent auditors that they recommend that the Company amend or restate any of the Company Financial Statements or that there is any need for the Company to amend or restate any of the Company Financial Statements.

(l) Absence of Certain Changes. Since January 1, 2025, there has been no Company Material Adverse Effect. Since January 1, 2025, except as set forth on Schedule 3(l), neither the Company nor any of its Subsidiaries has (i) declared or paid any dividends/distributions, (ii) sold any assets, individually or in the aggregate, outside of the ordinary course of business, (iii) made any capital expenditures, individually or in the aggregate, outside of the ordinary course of business or (iv) made any revaluation of any of their respective assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable or any sale of assets other than in the ordinary course of business.

(m) Insolvency. Neither the Company nor any of its Subsidiaries has taken any steps to seek protection pursuant to any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company or any Subsidiary have any knowledge or reason to believe that any of their respective creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company and its Subsidiaries, individually and on a consolidated basis, are not as of the date hereof and as of the Closing Date and after giving effect to the transactions contemplated hereby to occur on the Closing Date, will not be Insolvent (as defined below). For purposes of this Section 3(m), “Insolvent” means, (i) with respect to any Person and its Subsidiaries, on a consolidated basis, (A) the present fair saleable value of such Person’s and its Subsidiaries’ assets is less than the amount required to pay such Person’s and its Subsidiaries’ total Indebtedness (as defined below), (B) such Person and its Subsidiaries are unable to pay their debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (C) such Person and its Subsidiaries intend to incur or believe that they will incur debts that would be beyond their ability to pay as such debts mature; and (ii) with respect to such Person and each of its Subsidiaries, individually, (A) the present fair saleable value of such Person’s or such Subsidiary’s (as the case may be) assets is less than the amount required to pay its respective total Indebtedness, (B) such Person or such Subsidiary (as the case may be) is unable to pay its respective debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (C) such Person or such Subsidiary (as the case may be) intends to incur or believes that it will incur debts that would be beyond its respective ability to pay as such debts mature.

(n) Regulatory Permits. The Company and each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not reasonably be likely to have, individually or in the aggregate, a Company Material Adverse Effect, and neither the Company nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit.

(o) Foreign Corrupt Practices. Neither the Company, any of the Company’s Subsidiaries, nor any director, officer, employee thereof, nor, to the Company’s knowledge, any agent or any other person acting for or on behalf of the foregoing (individually and collectively, a “Company Affiliate”) have violated the U.S. Foreign Corrupt Practices Act or any other applicable anti-bribery or anti-corruption laws (individually and collectively, “Anti-Corruption Laws”), nor, to the Company’s knowledge, has any Company Affiliate offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value, to any officer, employee or any other person acting in an official capacity for any Governmental Entity to any political party or official thereof or to any candidate for political office (individually and collectively, a “Government Official”) or to any person under circumstances where such Company Affiliate knew or was aware of a high probability that all or a portion of such money or thing of value would be offered, given or promised, directly or indirectly, to any Government Official, for the purpose of:

(i) (A) influencing any act or decision of such Government Official in his/her official capacity, (B) inducing such Government Official to do or omit to do any act in violation of his/her lawful duty, (C) securing any improper advantage, or (D) inducing such Government Official to influence or affect any act or decision of any Governmental Entity, or

(ii) assisting the Company or its Subsidiaries in obtaining or retaining business for or with, or directing business to, the Company or its Subsidiaries.

Neither the Company nor any of its Subsidiaries will use, directly or indirectly, any part of the proceeds from the transaction contemplated by this Agreement or any of the Transaction Documents in any manner that would constitute a violation of Anti-Corruption Laws.

(p) Transactions With Affiliates. Except as set forth on Schedule 3(p), no current or former employee, partner, director, officer or shareholder (direct or indirect) of the Company or its Subsidiaries, or any associate, or, to the knowledge of the Company, any affiliate of any thereof, or any relative with a relationship no more remote than first cousin of any of the foregoing, is presently or has been (i) a party to any transaction with the Company or its Subsidiaries (including any contract, agreement or other arrangement providing for the furnishing of services by, or rental of real or personal property from, or otherwise requiring payments to, any such director, officer or shareholder or such associate or affiliate or relative (other than for ordinary course services as employees, officers or directors of the Company or any of its Subsidiaries)) or (ii) the direct or indirect owner of an interest in any corporation, firm, association or business organization which is a competitor, supplier or customer of the Company or its Subsidiaries (except for a passive investment (direct or indirect) in less than 5% of the common stock or ordinary shares, as applicable, of a company whose securities are traded on or quoted through an Eligible Market (as defined below)), nor does any such Person receive income from any source other than the Company or its Subsidiaries which relates to the business of the Company or its Subsidiaries or should properly accrue to the Company or its Subsidiaries. No employee, officer, member, manager, shareholder or director of the Company or any of its Subsidiaries or member of his or her immediate family is indebted to the Company or its Subsidiaries, as the case may be, nor is the Company or any of its Subsidiaries indebted (or committed to make loans or extend or guarantee credit) to any of them, other than (i) for payment of salary for services rendered, (ii) reimbursement for reasonable expenses incurred on behalf of the Company or its Subsidiaries, as the case may be, and (iii) for other standard employee benefits made generally available to all employees or executives (including equity incentive agreements outstanding under any equity incentive plan approved by the Board of Directors of the Company).

(q) Equity Capitalization.

(i) Authorized and Outstanding Equity Interests. As of the date of this Agreement, the equity interests in the Company consists of a share capital of CHF 14,751,067, divided into 14,751,067 issued and outstanding ordinary shares with a par value of CHF 1 each, a conditional capital of CHF 6,652,548, divided into 6,652,548 ordinary shares with a par value of CHF 1 each. The Board of Directors of the Company is authorized to increase the share capital at any time until April 5, 2028 up to a maximum of CHF 19,213,558, by issuing ordinary shares with a par value of CHF 1 each. As of the date of this Agreement, the Company has issued no Company Convertible Securities (as defined below) exercisable or exchangeable for, or convertible into, ordinary shares. “Company Convertible Securities” means any capital stock or other security of the Company or any of its Subsidiaries that is at any time and under any circumstances directly or indirectly convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire, any capital stock, partnership interests, or other security of the Company (including, without limitation, common stock, partnership interests and any rights, warrants or options to subscribe for or purchase ordinary shares or Company Convertible Securities (collectively, “Company Options”)) or any of its Subsidiaries.

(ii) Valid Issuance; Available Shares; Affiliates. All of the Company’s outstanding shares of capital stock are duly authorized and have been validly issued and are fully paid and non-assessable. Schedule 3(q)(ii) sets forth the number of ordinary shares that are (A) reserved for issuance pursuant to the Company Convertible Securities as of the date hereof and as of the Closing and (B) as of the date hereof and as of the Closing, owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Act and calculated based on the assumption that only officers, directors and holders of at least 10% of any class of the Company’s issued and outstanding ordinary shares are “affiliates” without conceding that any such Persons are “affiliates” for purposes of federal securities laws) of the Company or any of its Subsidiaries. To the Company’s knowledge, as of the date hereof and immediately prior to the closing of the deSPAC Transaction except as set forth on Schedule 3(q)(ii) no Person owns 10% or more of the Company’s issued and outstanding ordinary shares (calculated based on the assumption that all Company Convertible Securities, whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) taking account of any limitations on exercise or conversion (including “blockers”) contained therein without conceding that such identified Person is a 10% stockholder for purposes of federal securities laws).

(iii) Existing Securities; Obligations. Except as set forth on Schedule 3(q)(iii): (A) none of the Company’s or any Subsidiary’s shares, interests or capital stock is subject to preemptive rights or any other similar rights or Liens suffered or permitted by the Company or any Subsidiary; (B) other than stock options, restricted share units, performance share units, deferred share units and other stock-based awards awarded to employees, directors, and consultants of the Company under equity incentive plans adopted by the Board of Directors of the Company prior to the date hereof, there are no outstanding awards, options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares, interests or capital stock of the Company or any of its Subsidiaries or awards, options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries; (C) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act; (D) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (E) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; and (F) neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement.

(iv) Organizational Documents. The Company has furnished to the Buyers true, correct and complete copies of the Company’s Articles of Association, as amended, and as in effect on the date hereof and immediately prior to the closing of the deSPAC Transaction (the “Articles of Association”) and the terms of all Company Convertible Securities and the material rights of the holders thereof in respect thereto as in effect on the date hereof and immediately prior to the closing of the deSPAC Transaction.

(r) Indebtedness and Other Contracts. Except as set forth on Schedule 3(r), neither the Company nor any of its Subsidiaries (i) has any outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (ii) has any financing statements securing obligations in any amounts filed against the Company or any of its Subsidiaries or with respect to any of their respective assets; (iii) is in violation of any term of, or in default under, any contract, agreement or instrument relating to any Indebtedness, except where such violations and defaults would not result, individually or in the aggregate, in a Company Material Adverse Effect, or (iv) is a party to any contract, agreement or instrument relating to any Indebtedness, the performance of which, in the judgment of the Company’s officers, has or is expected to have a Company Material Adverse Effect. For purposes of this Agreement: (x) “Indebtedness” of any Person means, without duplication, (A) all indebtedness for borrowed money, (B) all obligations issued, undertaken or assumed as the deferred purchase price of property or services (other than trade payables entered into in the ordinary course of business consistent with past practice), (C) all reimbursement or payment obligations with respect to letters of credit, surety bonds and other similar instruments, (D) all obligations evidenced by notes, bonds, debentures or similar instruments, including obligations so evidenced incurred in connection with the acquisition of property, assets or businesses, (E) all indebtedness created or arising under any conditional sale or other title retention agreement, or incurred as financing, in either case with respect to any property or assets acquired with the proceeds of such indebtedness (even though the rights and remedies of the seller or bank under such agreement in the event of default are limited to repossession or sale of such property), (F) all monetary obligations under any leasing or similar arrangement which, in accordance with IFRS, consistently applied for the periods covered thereby, is classified as a capital lease, (G) all indebtedness referred to in clauses (A) through (F) above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon or in any property or assets (including accounts and contract rights) owned by any Person, even though the Person which owns such assets or property has not assumed or become liable for the payment of such indebtedness, and (H) all Contingent Obligations (as defined below) in respect of indebtedness or obligations of others of the kinds referred to in clauses (A) through (G) above; and (y) “Contingent Obligation” means, as to any Person, any direct or indirect liability, contingent or otherwise, of that Person with respect to any Indebtedness, lease, dividend or other obligation of another Person if the primary purpose or intent of the Person incurring such liability, or the primary effect thereof, is to provide assurance to the obligee of such liability that such liability will be paid or discharged, or that any agreements relating thereto will be complied with, or that the holders of such liability will be protected (in whole or in part) against loss with respect thereto.

(s) Litigation. There is no material action, suit, arbitration, proceeding, inquiry or investigation before any court, public board, other Governmental Entity, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries (or pending or threatened by the Company or any of its Subsidiaries), the Company’s ordinary shares or any of the Company’s or its Subsidiaries’ officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as such. To the knowledge of the Company, no director, officer or employee of the Company or any of its Subsidiaries has willfully violated 18 U.S.C. §1519 or engaged in spoliation in reasonable anticipation of litigation. Without limitation of the foregoing, there has not been, and to the knowledge of the Company, there is not pending, contemplated or anticipated, any inquiry or investigation by the SEC involving the Company, any of its Subsidiaries or any current or former director or officer of the Company or any of its Subsidiaries. After reasonable inquiry of its officers (as defined in Rule 16a-1(f) promulgated under the 1934 Act) and members of the Board of Directors of the Company, the Company is not aware of any fact which might result in or form the basis for any such action, suit, arbitration, investigation, inquiry or other proceeding. Neither the Company nor any of its Subsidiaries is subject to any order, writ, judgment, injunction, decree, determination or award of any Governmental Entity.

(t) Insurance. The Company and each of its Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as management of the Company believes to be prudent and customary in the businesses in which the Company and its Subsidiaries are engaged. Neither the Company nor any of its Subsidiaries has been refused any insurance coverage sought or applied for, and neither the Company nor any of its Subsidiaries has any reason to believe that it will be unable to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not have a Company Material Adverse Effect.

(u) Employee Relations. Neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement or employs any member of a union. The Company and its Subsidiaries believe that their relations with their employees are good. No executive officer (as defined in Rule 501(f) promulgated under the 1933 Act) or other key employee of the Company or any of its Subsidiaries has notified the Company or any such Subsidiary that such officer intends to leave the Company or any such Subsidiary or otherwise terminate such officer’s employment with the Company or any such Subsidiary. To the knowledge of the Company, no executive officer or other key employee of the Company or any of its Subsidiaries is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement, non-competition agreement, or any other contract or agreement or any restrictive covenant with the Company or any of its Subsidiaries, and the continued employment of each such executive officer or other key employee (as the case may be) does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in material compliance with all applicable federal, state, local and foreign laws and regulations respecting labor, employment and employment practices and benefits, terms and conditions of employment and wages and hours, except where failure to be in compliance would not, either individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect.

(v) Title. Each of the Company and its Subsidiaries holds good title to, or a valid leasehold interest in, all real property, leases in real property, facilities or other interests in real property owned or held under lease by the Company or any of its Subsidiaries, as applicable (the “Company Real Property”) that is material to the business of the Company and its Subsidiaries, taken as a whole. The Company Real Property is free and clear of all Liens and are not subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except for (i) Liens for current taxes not yet due and (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. Any Company Real Property held under lease by the Company or any of its Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere in any material respect with the use made and proposed to be made of such property and buildings by the Company or any of its Subsidiaries.

(w) Fixtures and Equipment. Each of the Company and its Subsidiaries (as applicable) has good title to, or a valid leasehold interest in, the tangible personal property, equipment, improvements, fixtures, and other personal property and appurtenances that are used by the Company and its Subsidiaries to conduct their respective businesses (the “Company Fixtures and Equipment”). The Company Fixtures and Equipment are structurally sound, are in good operating condition and repair (ordinary wear and tear excepted), are adequate for the uses to which they are being put, are not in need of maintenance or repairs except for ordinary, routine maintenance and repairs and are sufficient for the conduct of the Company’s and/or its Subsidiaries’ businesses (as applicable) in the manner as conducted prior to the date hereof and the Closing Date. Except as set forth on Schedule 3(w), each of the Company and its Subsidiaries owns all of its Company Fixtures and Equipment free and clear of all Liens except for (i) Liens for current taxes not yet due, (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto and (iii) other Permitted Liens (as defined in the Notes).

(x) Intellectual Property Rights. To the Company’s and each of its Subsidiaries’ knowledge, the Company and each Subsidiary owns or possesses adequate rights or licenses to use all material trademarks, trade names, service marks, service mark registrations, service names, patents, patent rights, copyrights, original works, inventions, licenses, approvals, governmental authorizations, trade secrets and other intellectual property rights and all applications and registrations therefor necessary to conduct their respective businesses as now conducted and as presently proposed to be conducted (the “Company Intellectual Property Rights”). None of the Company’s or its Subsidiaries’ Company Intellectual Property Rights, which are necessary to conduct their respective businesses, have expired, terminated or been abandoned, or are expected to expire, terminate or be abandoned, within three (3) years from the date of this Agreement. To the Company’s knowledge, neither the Company nor any of its Subsidiaries has, (i) infringed, misappropriated, diluted or violated the Company Intellectual Property Rights of others, (ii) violated any material term or provision of any contract concerning Company Intellectual Property Rights, (iii) violated any material right of any person (including any right to privacy or publicity), or (iv) conducted its business in a manner that would constitute unfair competition or unfair trade practices under the laws of any jurisdiction. There is no claim, action or proceeding being made or brought, or to the knowledge of the Company or any of its Subsidiaries, being threatened, against the Company or any of its Subsidiaries regarding Company Intellectual Property Rights of others that would reasonably be expected to have a Company Material Adverse Effect on the Company. The Company is not aware of any facts or circumstances which might give rise to any of the foregoing infringements or claims, actions or proceedings. The Company and each of its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all trade secrets within the Company Intellectual Property Rights that are materially necessary to conduct their respective businesses. To the knowledge of the Company, no third party is infringing, violating or misappropriating any Company Intellectual Property Rights, and there is no claim pending or proceeding regarding any such actual or alleged infringement, misappropriation or other violation of any Company Intellectual Property Rights. Except as set forth on Schedule 3(x), former and current employees, contractors and consultants of the Company who have contributed to the creation or development of the Company Intellectual Property Rights have executed a valid and enforceable agreement containing an irrevocable assignment to the Company of all of their ownership and other rights therein, including to any invention, improvement or discovery. The Company has not distributed, incorporated or otherwise used any “Open Source Code” (also known as “free software” (as defined by the Free Software Foundation) or “open source software” (as defined by the Open Source Initiative) or has not otherwise distributed publicly software under terms that permit modification and redistribution of such software) in a manner that would require that any of the proprietary software owned by the Company or included in a Company product or service: (i) be made available or distributed in source code form; (ii) be licensed for the purpose of making derivative works; (iii) be licensed under terms that allow reverse engineering, reverse assembly or disassembly of any kind; or (iv) be redistributable at no charge. The Company is in compliance with the terms and conditions of all licenses for free or Open Source Code.

(y) Environmental Laws. To the Company’s knowledge, the Company and its Subsidiaries (i) are in material compliance with any and all Environmental Laws (as defined below), (ii) have received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses and (iii) are in material compliance with all terms and conditions of any such permit, license or approval where, except in each of the foregoing clauses (i), (ii) and (iii), where the failure to so comply or having such permits, licenses or other approval would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The term “Environmental Laws” means all federal, state, provincial, local or foreign laws, regulations, orders, judgments, decrees, permits or common law provision or other legally binding standards relating to pollution or protection of human health or the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata), including, without limitation, laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, or toxic or hazardous materials, substances or wastes (collectively, “Hazardous Materials”) into the environment, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of, or exposure to, Hazardous Materials, as well as all authorizations, codes, decrees, demands or demand letters, injunctions, judgments, licenses, notices or notice letters, orders, permits, plans or regulations issued, entered, promulgated or approved thereunder.

(z) Hazardous Materials.

(i) To the Company’s knowledge, no Hazardous Materials have been disposed of or otherwise released from any Company Real Property in violation of any Environmental Laws.

(ii) To the Company’s knowledge, no Hazardous Materials are present on, over, beneath, in or upon any Company Real Property or any portion thereof in quantities that would constitute a violation of any Environmental Laws or in quantities, a manner or location that would reasonably be expected to require remedial action pursuant to any Environmental Laws. No prior use by the Company or any of its Subsidiaries of any Company Real Property has occurred that violates any Environmental Laws, which violation would have a Company Material Adverse Effect.

(iii) To the Company’s knowledge, neither the Company nor any of its Subsidiaries knows of any other Person that has stored, treated, recycled, disposed of or otherwise located on any Company Real Property any Hazardous Materials, including, without limitation, such substances as asbestos and polychlorinated biphenyls.

(iv) To the Company’s knowledge, none of the Company Real Property is (i) on any federal or state “Superfund” list or Comprehensive Environmental Response, Compensation and Liability Information System (“CERCLIS”) list, (ii) any state environmental agency list of sites under consideration for CERCLIS, (iii) registered in any cadaster of polluted sites (Kataster belasteter Standorte) of any Canton of Switzerland, and, to the Company’s knowledge, there are no contaminated sites, other pollutions in or on the soil or buildings of the Company Real Property with health- or environmentally hazardous or specially disposal-requiring substances, nor (iv) subject to any environmental related Liens.

(v) Neither the Company nor its Subsidiaries is subject to any pending or, to the Company’s and its Subsidiaries’ knowledge, threatened claim or proceeding to any Environmental Laws, except for any claims or proceeding that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

(aa) Tax Status. The Company and each of its Subsidiaries (i) has timely made or filed all foreign, federal and state income and all other tax returns, reports and declarations required by any jurisdiction to which it is subject through the date of this Agreement or have requested extensions thereof (except where the failure to file would not, individually or in the aggregate, have a Company Material Adverse Effect) and (ii) has timely paid all taxes and other governmental assessments and charges, shown or determined to be due on such returns, reports and declarations, except those being contested in good faith and for which reserves required by IFRS have been created in the financial statements of the Company or for cases in which the failure to pay would not have a Company Material Adverse Effect. There is no tax deficiency that has been determined adversely to the Company or any of its Subsidiaries which has had a Company Material Adverse Effect, nor does the Company or its Subsidiaries have any knowledge or notice of any tax deficiency which could reasonably be expected to be determined adversely to the Company or its Subsidiaries and which could reasonably be expected to have a Company Material Adverse Effect.

(bb) Internal Accounting and Disclosure Controls. The Company and each of its Subsidiaries maintains internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the 1934 Act) that is effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS, including that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. Since January 1, 2025, neither the Company nor any of its Subsidiaries has received any notice or correspondence from any accountant, Governmental Entity or other Person relating to any potential material weakness or significant deficiency in any part of the internal controls over financial reporting of the Company or any of its Subsidiaries.

(cc) Off Balance Sheet Arrangements. There is no transaction, arrangement, or other relationship between the Company or any of its Subsidiaries and an unconsolidated or other off balance sheet entity that would be required to be disclosed by the Company in its 1934 Act filing if the Company were subject to the filing requirements of the 1934 Act or that otherwise could be reasonably likely to have a Company Material Adverse Effect.

(dd) Investment Company Status. The Company is not, and upon consummation of the sale of the Securities and the application of the proceeds thereof, will not be, an “investment company,” or a company controlled by an “investment company” as such term is defined in the Investment Company Act of 1940, as amended.

(ee) Acknowledgement Regarding Buyers’ Trading Activity. It is understood and acknowledged by the Company that (i) following the public disclosure of the transactions contemplated by the Transaction Documents in the Press Release (as defined below), none of the Buyers have been asked by the Company or any of its Subsidiaries to agree, nor has any Buyer agreed with the Company or any of its Subsidiaries, to desist from effecting any transactions in or with respect to (including, without limitation, purchasing or selling, long and/or short) any securities of the Company, or “derivative” securities based on securities issued by the Company or to hold any of the Securities for any specified term; (ii) any Buyer, and counterparties in “derivative” transactions to which any such Buyer is a party, directly or indirectly, presently may have a “short” position in the Company’s ordinary shares which was established prior to such Buyer’s knowledge of the transactions contemplated by the Transaction Documents; (iii) each Buyer shall not be deemed to have any affiliation with or control over any arm’s length counterparty in any “derivative” transaction; and (iv) each Buyer may rely on the Company’s obligation to timely deliver the Company’s ordinary shares as and when required pursuant to the Transaction Documents for purposes of effecting trading in the ordinary shares of the Company. The Company further understands and acknowledges that following the public disclosure of the transactions contemplated by the Transaction Documents pursuant to the Press Release one or more Buyers may have engaged and may after the date hereof engage in hedging and/or trading activities (including, without limitation, the location and/or reservation of borrowable ordinary shares of the Company) at various times prior to or during the period that the Securities are outstanding, including, without limitation, during the periods that the value and/or number of the Note Shares deliverable with respect to the Securities are being determined and such hedging and/or trading activities (including, without limitation, the location and/or reservation of borrowable ordinary shares of the Company), if any, can reduce the value of the existing stockholders’ equity in the Company both at and after the time the hedging and/or trading activities are being conducted. The Company acknowledges that such aforementioned hedging and/or trading activities do not constitute a breach of this Agreement, the Notes or any other Transaction Document or any of the documents executed in connection herewith or therewith.

(ff) Manipulation of Price. Neither the Company nor any of its Subsidiaries has, and, to the knowledge of the Company, no Person acting on their behalf has, directly or indirectly, (i) taken any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company or any of its Subsidiaries to facilitate the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or paid any compensation for soliciting purchases of, any of the Securities (other than the fees to be paid to the Placement Agent), or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company or any of its Subsidiaries or (iv) paid or agreed to pay any Person for research services with respect to any securities of the Company or any of its Subsidiaries.

(gg) U.S. Real Property Holding Corporation. Neither the Company nor any of its Subsidiaries is, or has ever been, and so long as any of the Securities are held by any of the Buyers, shall become a U.S. real property holding corporation (“USRPHC”) within the meaning of Section 897 of the Code, and the Company and each Subsidiary shall so certify upon any Buyer’s request.

(hh) [Reserved.]

(ii) Bank Holding Company Act. Neither the Company nor any of its Subsidiaries is subject to the Bank Holding Company Act of 1956, as amended (the “BHCA”) and to regulation by the Board of Governors of the Federal Reserve System (the “Federal Reserve”). Neither the Company nor any of its Subsidiaries owns or controls, directly or indirectly, five percent (5%) or more of the outstanding shares of any class of voting securities or twenty-five percent (25%) or more of the total equity of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve. Neither the Company nor any of its Subsidiaries exercises a controlling influence over the management or policies of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve.

(jj) Shell Company Status. The Company is not, and has never been, an issuer identified in, or subject to, Rule 144(i).

(kk) Illegal or Unauthorized Payments; Political Contributions. Neither the Company nor any of its Subsidiaries nor, to the Company’s knowledge (after reasonable inquiry of its officers and directors), any of the officers, directors, employees, agents or other representatives of the Company or any of its Subsidiaries or affiliates, has, directly or indirectly, made or authorized any payment, contribution or gift of money, property, or services, whether or not in contravention of applicable law, (i) as a kickback or bribe to any Person or (ii) to any political organization, or the holder of or any aspirant to any elective or appointive public office to influence official action or secure an improper advantage, except for personal political contributions not involving the direct or indirect use of funds of the Company or any of its Subsidiaries.

(ll) Money Laundering. The operations of the Company and its Subsidiaries are and have been conducted at all times in material compliance with the USA Patriot Act of 2001 and all other applicable U.S. and non-U.S. anti-money laundering laws and regulations, including, without limitation, the laws, regulations and executive orders and sanctions programs administered by the U.S. Office of Foreign Assets Control, including, but not limited, to (i) Executive Order 13224 of September 23, 2001 entitled, “Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism” (66 Fed. Reg. 49079 (2001)); and (ii) any regulations contained in 31 CFR, Subtitle B, Chapter V. The operations of the Company and its Subsidiaries are and have been conducted at all times in material compliance with the USA Patriot Act of 2001 and all other applicable U.S. and non-U.S. anti-money laundering laws and regulations.

(mm) Sanctions. None of the Company, any of its Subsidiaries or any director, officer, employee or, to the knowledge of the Company and its Subsidiaries, agent or other person acting for or on behalf of the foregoing is the subject or target of any economic or financial sanctions imposed, administered or enforced by the United States (including the U.S. Department of the Treasury Office of Foreign Assets Control and the U.S. Department of State) or other relevant sanctions authority (collectively, “Sanctions” and each such Person, a “Sanctioned Person”). The operations of the Company and its Subsidiaries are, and have been conducted within the past five (5) years, in compliance with applicable Sanctions. Neither the Company nor any of its Subsidiaries will, directly or indirectly, use any part of the proceeds of this offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person, to fund or facilitate any dealings or transactions with, involving or for the benefit of any Sanctioned Person, or otherwise in any manner that would constitute or give rise to a violation of any Sanctions by any Person (including any Person participating in the offering, whether as buyer, underwriter, advisor, investor or otherwise).

(nn) Management. During the past five (5)-year period, no current or then-current officer or director of the Company, to the knowledge of the Company, has been the subject of:

(i) a petition under bankruptcy laws or any other insolvency or moratorium law or the appointment by a court of a receiver, fiscal agent or similar officer for such Person, or any partnership in which such person was a general partner at or within two (2) years before the filing of such petition or such appointment, or any corporation or business association of which such person was an executive officer at or within two (2) years before the time of the filing of such petition or such appointment;

(ii) a conviction in a criminal proceeding or a named subject of a pending criminal proceeding (excluding traffic violations that do not relate to driving while intoxicated or driving under the influence);

(iii) any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining any such person from, or otherwise limiting, the following activities:

(A) acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the United States Commodity Futures Trading Commission or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;

(B) engaging in any particular type of business practice; or

(C) engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of securities laws or commodities laws;

(iv) any order, judgment or decree, not subsequently reversed, suspended or vacated, of any authority barring, suspending or otherwise limiting for more than sixty (60) days the right of any such person to engage in any activity described in the preceding subparagraph, or to be associated with persons engaged in any such activity;

(v) a finding by a court of competent jurisdiction in a civil action or by the SEC or other authority to have violated any securities law, regulation or decree and the judgment in such civil action or finding by the SEC or any other authority has not been subsequently reversed, suspended or vacated; or

(vi) a finding by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal commodities law, and the judgment in such civil action or finding has not been subsequently reversed, suspended or vacated.

(oo) Cybersecurity. The information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases used or owned by, or leased or licensed to, the Company or any of its Subsidiaries (collectively, “Company IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its Subsidiaries as currently conducted free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company and its Subsidiaries have implemented and maintained commercially reasonable physical, technical and administrative controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all Company IT Systems and data, including “Personal Data,” used in connection with their businesses. “Personal Data” means (i) a natural person’s name, street address, telephone number, e-mail address, photograph, social security number or tax identification number, driver’s license number, passport number, credit card number, bank information, or customer or account number; (ii) any information which would qualify as “personally identifying information” under the Federal Trade Commission Act, as amended; (iii) “personal data” as defined by the European Union General Data Protection Regulation (“GDPR”) (EU 2016/679); (iv) any information which would qualify as “protected health information” under the Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act (collectively, “HIPAA”); and (v) any other piece of information that allows the identification of a natural person, or his or her family, or permits the collection or analysis of any data related to an identified person’s health or sexual orientation. There have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same. To the knowledge of the Company, there have been no breaches, violations, outages or unauthorized uses of or accesses to Personal Data that required statutory notification to individuals or governmental or regulatory authorities. The Company and its Subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of Company IT Systems and Personal Data and to the protection of such Company IT Systems and Personal Data from unauthorized use, access, misappropriation or modification.

(pp) Compliance with Data Privacy Laws. The Company and its Subsidiaries are, and at all prior times were, in material compliance with all applicable state and federal data privacy and security laws and regulations, including without limitation HIPAA, and the Company and its Subsidiaries have taken commercially reasonable actions to prepare to comply with, and since May 25, 2018, have been and currently are in compliance with, the GDPR (EU 2016/679) (collectively, the “Privacy Laws”). The Company and its Subsidiaries have in place, comply with, and take appropriate steps reasonably designed to ensure compliance in all material respects with their policies and procedures relating to data privacy and security and the collection, storage, use, disclosure, handling, and analysis of Personal Data (the “Policies”). The Company and its Subsidiaries have at all times made all disclosures to users or customers required by applicable laws and regulatory rules or requirements, and none of such disclosures made or contained in any Policy have, to the knowledge of the Company, been inaccurate or in violation of any applicable laws and regulatory rules or requirements in any material respect. Neither the Company nor any Subsidiary: (i) has received notice of any actual or potential liability under or relating to, or actual or potential violation of, any of the Privacy Laws, and has no knowledge of any event or condition that would reasonably be expected to result in any such notice; (ii) is currently conducting or paying for, in whole or in part, any investigation, remediation, or other corrective action pursuant to any Privacy Law; or (iii) is a party to any order, decree, or agreement that imposes any obligation or liability under any Privacy Law.

(qq) Disclosure. The Company confirms that neither it nor any other Person acting on its behalf has provided any of the Buyers or their agents or counsel with any information that constitutes or could reasonably be expected to constitute material, non-public information concerning the Company or any of its Subsidiaries, other than the existence of the transactions contemplated by this Agreement and the other Transaction Documents. The Company understands and confirms that each of the Buyers has relied on and will rely on the foregoing representations in effecting transactions in securities of PubCo. All disclosure provided by the Company to the Buyers regarding the Company and its Subsidiaries, their respective businesses and the transactions contemplated hereby, including the schedules to this Agreement, furnished by or on behalf of the Company or any of its Subsidiaries is true and correct and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. All of the written information furnished after the date hereof by or on behalf of the Company or any of its Subsidiaries to each Buyer pursuant to or in connection with this Agreement and the other Transaction Documents, taken as a whole, will be true and correct in all material respects as of the date on which such information is so provided and will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Company acknowledges and agrees that no Buyer makes or has made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 2.

(rr) Clinical Data and Regulatory Compliance. The preclinical tests and clinical trials, and other studies (collectively, “studies”) that are described in, or the results of which are referred to in, PubCo’s registration statement on Form F-4 filed by it with the SEC, if still pending, are being conducted in all material respects in accordance with the protocols, procedures and controls designed and approved for such studies and with standard medical and scientific research procedures; each description of the results of such studies is accurate and complete in all material respects and fairly presents the data derived from such studies, and the Company and its Subsidiaries have no knowledge of any other studies the results of which are inconsistent with, or otherwise call into question, the results described or referred to in PubCo’s registration statement on Form F-4 filed by it with the SEC; the Company and its Subsidiaries have made all such filings and obtained all such approvals, certificates, authorizations and permits as may be required by the Food and Drug Administration of the U.S. Department of Health and Human Services or any committee thereof or from any other U.S. or foreign government or drug or medical device regulatory agency, or health care facility Institutional Review Board or other regulatory authority having jurisdiction over the conduct of their business (collectively, the “Regulatory Agencies”); neither the Company nor any of its Subsidiaries has received any notice of, or correspondence from, any Regulatory Agency requiring the termination, suspension or modification of any clinical trials that are described or referred to in PubCo’s registration statement on Form F-4 filed by it with the SEC; and the Company and its Subsidiaries have each operated and currently are in compliance in all material respects with all applicable rules, regulations and policies of the Regulatory Agencies.

(ss) No Additional Agreements. The Company does not have any agreement or understanding with any Buyer with respect to the transactions contemplated by the Transaction Documents other than as specified in the Transaction Documents.

(tt) Swiss 10 Non-Bank Rule and Swiss 20 Non-Bank Rule. PubCo is in compliance with the Swiss 10 Non-Bank Rule and the Swiss 20 Non-Bank Rule, if and as long as a violation of these rules results in Swiss Withholding Tax consequences for PubCo, provided that PubCo shall assume that the number of creditors not being a Swiss Qualifying Bank under the Purchased Notes is at all times ten (10). For the purpose of this Agreement, “Swiss 20 Non-Bank Rule” means the rule that (without duplication) the aggregate number of creditors (including the Buyers), other than Swiss Qualifying Banks, of PubCo under all outstanding loans, facilities and/or private placements relevant for classification as debenture (Kassenobligation) (including debt under the Transaction Documents) must not at any time exceed twenty (20), in each case in accordance with the meaning of the Swiss Guidelines (as defined below). For the purposes of this Agreement, “Swiss Guidelines” shall mean, together, (a) Guideline S-02.123 in relation to interbank loans of 22 September 1986 (Merkblatt “Verrechnungssteuer auf Zinsen von Bankguthaben, deren Gläubiger Banken sind (Interbankguthaben)” vom 22. September 1986), (b) Guideline S-02.130.1 in relation to money market instruments and book claims of April 1999 (Merkblatt vom April 1999 betreffend Geldmarktpapiere und Buchforderungen inländischer Schuldner), (c) Circular Letter No. 34 of 26 July 2011 (1-034-V-2011) in relation to deposits (Kreisschreiben Nr. 34 “Kundenguthaben” vom 26. Juli 2011), (d) Circular Letter No. 15 of 3 October 2017 (1-015-DVS-2017) in relation to bonds and derivative financial instruments as subject matter of taxation of Swiss federal income tax, Swiss withholding tax and Swiss stamp taxes (Kreisschreiben Nr. 15 “Obligationen und derivative Finanzinstrumente als Gegenstand der direkten Bundessteuer, der Verrechnungssteuer und der Stempelabgaben” vom 3. Oktober 2017), (e) Circular Letter No. 46 of 24 July 2019 (1-046-DVS-2019) in relation to syndicated credit facilities (Kreisschreiben Nr. 46 betreffend steuerliche Behandlung von Konsortialdarlehen, Schuldscheindarlehen, Wechseln und Unterbeteiligungen vom 24. Juli 2019), (f) Circular Letter No. 47 of 25 July 2019 (1-047-DVS-2019) in relation to bonds (Kreisschreiben Nr. 47 betreffend Obligationen vom 25. Juli 2019) and (g) the practice note 010-DVS-2019 of 5 February 2019 published by the Swiss Federal Tax Administration regarding Swiss Withholding Tax in the Group (Mitteilung-010-DVS-2019-d vom 5. Februar 2019 - Verrechnungssteuer: Guthaben im Konzern), in each case as issued, amended or replaced from time to time by the Swiss Federal Tax Administration or as substituted or superseded and overruled by any law, statute, ordinance, court decision, regulation or the like as in force from time to time. “Swiss Withholding Tax” shall mean the tax imposed based on the Swiss Withholding Tax Act. “Swiss Withholding Tax Act” shall mean the Swiss Federal Act on Withholding Tax of 13 October 1965 (Bundesgesetz über die Verrechnungssteuer) as amended from time to time together with the related ordinances, regulations and guidelines.

(uu) Lock-Up Agreements. The Company has entered into the lock-up agreements to which it is a party attached hereto as Exhibit D with each of the parties to such agreements listed on Exhibit E (the agreements attached as Exhibit D being the “Lock-Up Agreements”) and acknowledges and agrees that none of such Lock-Up Agreements contains an exception for the sale of shares in the event that the closing price of such shares equals or exceeds any particular dollar value.

4.	REPRESENTATIONS AND WARRANTIES OF PUBCO.

PubCo represents and warrants to each of the Buyers that, as of the date hereof and as of the Closing Date (except for representations and warranties that speak as of a specific date or event, which shall be true and correct as of such specific date or event):

(a) Organization and Qualification. Each of PubCo and each of its Subsidiaries are entities duly organized and validly existing and in good standing (if a good standing concept exists in such jurisdiction) under the laws of the jurisdiction in which they are formed, and have the requisite power and authority to own their properties and to carry on their business as now being conducted. Each of PubCo and each of its Subsidiaries is duly qualified as a foreign entity to do business and is in good standing (if a good standing concept exists in such jurisdiction) in every jurisdiction in which its ownership of property or the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not reasonably be expected to have a PubCo Material Adverse Effect (as defined below). As used in this Agreement, “PubCo Material Adverse Effect” means any material adverse effect on (i) the business, properties, assets, liabilities, operations (including results thereof), condition (financial or otherwise) or prospects of PubCo or its Subsidiaries, taken as a whole, (ii) the transactions contemplated hereby or in any of the other Transaction Documents or any other agreements or instruments entered into in connection herewith or therewith or (iii) the authority or ability of PubCo or any of its Subsidiaries to perform any of their respective obligations under any of the Transaction Documents. Except as set forth on Schedule 4(a), PubCo has no significant Subsidiaries within the meaning of Rule 1-02(w) of Regulation S-X.

(b) Authorization; Enforcement; Validity. PubCo has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The execution and delivery of this Agreement and the other Transaction Documents by PubCo, and the consummation by PubCo and its Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Securities, and the reservation for issuance and the issuance of the Note Shares and the Warrant Shares), have been duly authorized by PubCo’s board of directors (the “Board of Directors of PubCo”) and (other than (i) any filings as may be required by state securities agencies and (ii) a Listing of Additional Shares Notification with Nasdaq (as defined below) (collectively, the “Required Filings”)) no further filing, consent or authorization is required by PubCo, its Subsidiaries, their respective boards of directors or their stockholders or other governing body in connection therewith. This Agreement has been, and the other Transaction Documents to which it is a party will be duly executed and delivered by PubCo prior to the Closing, and each constitutes a legal, valid and binding obligation of PubCo, enforceable against PubCo in accordance with its respective terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and (ii) insofar as rights to indemnification and to contribution may be limited by applicable law. The Merger Agreement has not been amended and neither the Company, PubCo nor Voyager has waived any rights under the Merger Agreement.

(c) Issuance of Securities. The issuance of the PubCo Securities is duly authorized and when issued and delivered in accordance with the terms of the Transaction Documents, the PubCo Securities shall be validly issued, fully paid and non-assessable and free from all Liens with respect to the issuance thereof. As of the Closing Date, PubCo shall have available solely for issuance of Underlying Shares from its conditional capital, not less than a number of PubCo Ordinary Shares equal to one hundred percent (100%) of the maximum number of PubCo Ordinary Shares exercisable pursuant to the Warrants. The Underlying Shares (upon issuance in accordance with the Notes or upon exercise in accordance with the Warrants) will be validly issued, fully paid and non-assessable and free from all preemptive or similar rights or Liens with respect to the issuance thereof, with the holders being entitled to all rights accorded to a holder of PubCo Ordinary Shares. Assuming the accuracy of the Buyer’s representations and warranties in Section 2, the offer and issuance by PubCo of the PubCo Securities is exempt from registration under the 1933 Act.

(d) No Conflicts. The execution, delivery and performance of the Transaction Documents by PubCo and the consummation by PubCo of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Securities, and the reservation of PubCo Ordinary Shares for issuance of the Underlying Shares) will not (i) result in a violation of the Amended Articles of Association (as defined below), certificate of formation, memorandum of association, articles of association, bylaws or other organizational documents of PubCo or any of its Subsidiaries, or any capital stock or other securities of PubCo or any of its Subsidiaries, (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) in any respect under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which PubCo or any of its Subsidiaries is a party, or (iii) assuming the accuracy of the representations and warranties in Section 2 and the completion of the deSPAC Transaction, result in a violation of any law, rule, regulation, order, judgment or decree (including, without limitation, foreign, federal and state securities laws and regulations, and, to the extent applicable the rules and regulations of The Nasdaq Stock Market (“Nasdaq”) and including all applicable foreign, federal and state laws, rules and regulations) applicable to PubCo or any of its Subsidiaries or by which any property or asset of PubCo or any of its Subsidiaries is bound or affected, except in the case of clauses (ii) and (iii) above, for such breaches, violations or conflicts as would not reasonably be expected, individually or in the aggregate, to have a PubCo Material Adverse Effect.

(e) Consents. Neither PubCo nor any Subsidiary is required to obtain any consent from, authorization or order of, or make any filing or registration with (other than the Required Filings, filings necessary to perfect the Liens granted under the Security Agreements) and such consents, authorizations, filings or registrations the absence of which would not, individually or in the aggregate, reasonably be expected to have a PubCo Material Adverse Effect, any Governmental Entity or any regulatory or self-regulatory agency or any other Person in order for it to execute, deliver or perform any of its respective obligations under or contemplated by the Transaction Documents, in each case, in accordance with the terms hereof or thereof. Other than the Required Filings, all consents, authorizations, orders, filings and registrations which PubCo or any Subsidiary is required to obtain pursuant to the preceding sentence have been or will be obtained or effected on or prior to the Closing Date, and neither PubCo nor any of its Subsidiaries are aware of any facts or circumstances which might prevent PubCo or any of its Subsidiaries from obtaining or effecting any of the registration, application or filings contemplated by the Transaction Documents. PubCo is not in violation of the requirements of Nasdaq, to the extent applicable, and has no knowledge of any facts or circumstances which could reasonably lead to delisting or suspension of the PubCo Ordinary Shares.

(f) Acknowledgment Regarding Buyer’s Purchase of Securities. PubCo acknowledges and agrees that each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that no Buyer is (i) an officer or director of PubCo or any of its Subsidiaries, (ii) an “affiliate” (as defined in Rule 144) of PubCo or any of its Subsidiaries or (iii) to its knowledge, a “beneficial owner” (as defined for purposes of Rule 13d-3 of the 1934 Act) of more than 4.99% of the shares of any voting class of PubCo Ordinary Shares. PubCo further acknowledges that no Buyer is acting as a financial advisor or fiduciary of PubCo or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to such Buyer’s purchase of the Securities. PubCo further represents to each Buyer that PubCo’s and each Subsidiary’s decision to enter into the Transaction Documents to which it is a party has been based solely on the independent evaluation by PubCo, each Subsidiary and their respective representatives.

(g) No General Solicitation; Placement Agent Fees. Neither PubCo, nor any of its Subsidiaries or affiliates, nor any Person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offer or sale of the Securities. Neither PubCo nor any of its Subsidiaries has engaged any placement agent or other agent in connection with the offer or sale of the Securities.

(h) No Integrated Offering. Assuming the accuracy of the Buyers’ representations and warranties set forth in Section 2, none of PubCo, its Subsidiaries or any of their affiliates, nor any Person acting on their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would require registration of the issuance of any of the Securities under the 1933 Act, whether through integration with prior offerings or otherwise, or cause this offering of the Securities to require approval of stockholders of PubCo in connection with the offering of the Securities for purposes of the 1933 Act. Except as contemplated by Section 6(y) of this Agreement, none of PubCo, its Subsidiaries, their affiliates nor any Person acting on their behalf has taken or will take any action or steps that would require registration of the issuance of any of the Securities under the 1933 Act or cause the offering of any of the Securities to be integrated with other offerings of securities of PubCo.

(i) Dilutive Effect. PubCo understands and acknowledges that the number of Underlying Shares will increase in certain circumstances. PubCo further acknowledges that its obligation to issue the Underlying Shares pursuant to the terms of the Notes and the Warrants, as applicable, in accordance with the terms thereof and this Agreement is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of PubCo.

(j) Application of Takeover Protections. PubCo and the Board of Directors of PubCo have taken or will take prior to the Closing Date all necessary action, if any, in order to render inapplicable any control share acquisition, interested stockholder, business combination, poison pill, stockholder rights plan or other similar anti-takeover provision under the Amended Articles of Association, bylaws or other organizational documents or the laws of the jurisdiction of its incorporation which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, PubCo’s issuance of the Securities and any Buyer’s ownership of the Securities.

(k) PubCo SEC Documents and Financial Statements. During the one (1) year prior to the date hereof and the Closing Date, PubCo has timely filed all reports, schedules, forms, proxy statements, statements and other documents required to be filed by it with the SEC (other than Section 16 ownership filings) pursuant to the reporting requirements of the 1934 Act (reports filed in compliance with the time period specified in Rule 12b-25 promulgated under the 1934 Act shall be considered timely for this purpose) (all of the foregoing filed prior to the date hereof and all exhibits and appendices included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “PubCo SEC Documents”). PubCo has delivered or has made available to the Buyers or their respective representatives true, correct and complete copies of each of the PubCo SEC Documents not available on the EDGAR system. As of their respective dates, the PubCo SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the PubCo SEC Documents, and none of the PubCo SEC Documents, at the time they were filed with the SEC, 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. As of their respective dates, the financial statements of PubCo included in the PubCo SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with IFRS, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of PubCo and its consolidated Subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregate). No other information provided by or on behalf of PubCo to any of the Buyers which is not included in the PubCo SEC Documents (including, without limitation, information referred to in the disclosure schedules to this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleading, in the light of the circumstances under which they are or were made. PubCo is not currently contemplating to amend or restate any of the financial statements (including, without limitation, any notes or any letter of the independent accountants of PubCo with respect thereto) included in the PubCo SEC Documents (the “PubCo Financial Statements”), nor is PubCo currently aware of facts or circumstances which would require PubCo to amend or restate any of the PubCo Financial Statements, in each case, in order for any of the PubCo Financial Statements to be in material compliance with IFRS and the rules and regulations of the SEC. PubCo has not been informed by its independent auditors that they recommend that PubCo amend or restate any of the PubCo Financial Statements or that there is any need for PubCo to amend or restate any of the PubCo Financial Statements.

(l) Absence of Certain Changes. Since the date of PubCo’s audited financial statements contained in PubCo’s Registration on Form F-4 for the period from June 25, 2025 (inception) through June 30, 2025 (the “F-4 Financial Statements”), there has been no PubCo Material Adverse Effect. Since the date of the audited financial statements contained in the F-4 Financial Statements, except as set forth on Schedule 4(l), neither PubCo nor any of its Subsidiaries has (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, outside of the ordinary course of business, (iii) made any capital expenditures, individually or in the aggregate, outside of the ordinary course of business or (iv) made any revaluation of any of their respective assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable or any sale of assets other than in the ordinary course of business.

(m) Insolvency. Neither PubCo nor any of its Subsidiaries has taken any steps to seek protection pursuant to any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does PubCo or any Subsidiary have any knowledge or reason to believe that any of their respective creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. PubCo and its Subsidiaries, individually and on a consolidated basis, are not as of the date hereof and as of the Closing Date and after giving effect to the transactions contemplated hereby to occur on the Closing Date, will not be Insolvent.

(n) Listing and Trading; Regulatory Permits. On or before the Closing Date, (i) the PubCo Ordinary Shares have been listed or designated for quotation on the Nasdaq Global Market, (ii) trading in the PubCo Ordinary Shares has not been suspended by the SEC or Nasdaq and (iii) PubCo has received no communication, written or oral, from the SEC or Nasdaq regarding the suspension or delisting of the PubCo Ordinary Shares from the Nasdaq Global Market. PubCo and each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not reasonably be likely to have, individually or in the aggregate, a PubCo Material Adverse Effect, and neither PubCo nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit.

(o) Corrupt Practices. Neither PubCo, any of PubCo’s Subsidiaries, nor any director, officer, employee thereof, nor, to PubCo’s knowledge, any agent or any other person acting for or on behalf of the foregoing (individually and collectively, a “PubCo Affiliate”) have violated any Anti-Corruption Laws, nor, to PubCo’s knowledge, has any PubCo Affiliate offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value, to any officer, employee or any other person acting in an official capacity for any Governmental Entity to any political party or official thereof or to any Government Official or to any person under circumstances where such PubCo Affiliate knew or was aware of a high probability that all or a portion of such money or thing of value would be offered, given or promised, directly or indirectly, to any Government Official, for the purpose of:

(ii) assisting PubCo or its Subsidiaries in obtaining or retaining business for or with, or directing business to, PubCo or its Subsidiaries.

Neither of PubCo nor any of its Subsidiaries will use, directly or indirectly, any part of the proceeds from the transaction contemplated by this Agreement or any of the Transaction Documents in any manner that would constitute a violation of Anti-Corruption Laws.

(p) Sarbanes-Oxley Act. PubCo and each of its Subsidiaries is in compliance in all material respects with any and all applicable requirements of the Sarbanes-Oxley Act of 2002, as amended, that are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the SEC thereunder that are effective as of the date hereof and as of the Closing Date.

(q) Transactions With Affiliates. Except as set forth on Schedule 4(q) upon the completion of the deSPAC Transaction, no current or former employee, partner, director, officer or shareholder (direct or indirect) of PubCo or its Subsidiaries, or any associate, or, to the knowledge of PubCo, any affiliate of any thereof, or any relative with a relationship no more remote than first cousin of any of the foregoing, is presently or has been (i) a party to any transaction with PubCo or its Subsidiaries (including any contract, agreement or other arrangement providing for the furnishing of services by, or rental of real or personal property from, or otherwise requiring payments to, any such director, officer or shareholder or such associate or affiliate or relative (other than for ordinary course services as employees, officers or directors of PubCo or any of its Subsidiaries)) or (ii) the direct or indirect owner of an interest in any corporation, firm, association or business organization which is a competitor, supplier or customer of PubCo or its Subsidiaries (except for a passive investment (direct or indirect) in less than 5% of the common stock or ordinary shares, as applicable, of a company whose securities are traded on or quoted through an Eligible Market), nor does any such Person receive income from any source other than PubCo or its Subsidiaries which relates to the business of PubCo or its Subsidiaries or should properly accrue to PubCo or its Subsidiaries. No employee, officer, shareholder or director of PubCo or any of its Subsidiaries or member of his or her immediate family is indebted to PubCo or its Subsidiaries, as the case may be, nor is PubCo or any of its Subsidiaries indebted (or committed to make loans or extend or guarantee credit) to any of them other than (i) for payment of salary for services rendered, (ii) reimbursement for reasonable expenses incurred on behalf of PubCo or its Subsidiaries, as the case may be, and (iii) for other standard employee benefits made generally available to all employees or executives (including equity incentive agreements outstanding under any equity incentive plan approved by the Board of Directors of PubCo).

(r) Equity Capitalization.

(i) Authorized and Outstanding Capital Stock. As of the date of this Agreement, the share capital of PubCo consists of 100,000 registered PubCo Ordinary Shares, of which, 100,000 are issued and outstanding; and no PubCo Ordinary Shares are reserved for issuance pursuant to PubCo Convertible Securities (as defined below) (other than the Notes and Warrants) exercisable or exchangeable for, or convertible into, PubCo Ordinary Shares. As of the Closing, the share capital of PubCo is set forth on Schedule 4(r)(ii). “PubCo Convertible Securities” means any capital stock or other security of PubCo or any of its Subsidiaries that is at any time and under any circumstances directly or indirectly convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire, any capital stock or other security of PubCo (including, without limitation, PubCo Ordinary Shares and any rights, warrants or options to subscribe for or purchase PubCo Ordinary Shares or PubCo Convertible Securities (collectively, “PubCo Options”)) or any of its Subsidiaries.

(ii) Valid Issuance; Available Shares; Affiliates. All of PubCo’s outstanding shares of capital stock are duly authorized and have been validly issued and are fully paid and non-assessable. Schedule 4(r)(ii) sets forth the number of PubCo Ordinary Shares that are (A) reserved for issuance pursuant to PubCo Convertible Securities as of the date hereof and as of the Closing and (B) as of the date hereof and as of the Closing, owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Act and calculated based on the assumption that only officers, directors and holders of at least 10% of any class of PubCo’s issued and outstanding PubCo Ordinary Shares are “affiliates” without conceding that any such Persons are “affiliates” for purposes of federal securities laws) of PubCo or any of its Subsidiaries. Except as set forth on Schedule 4(r)(ii), to PubCo’s knowledge, as of the date hereof and the Closing Date, no Person owns 10% or more of any class of PubCo’s issued and outstanding PubCo Ordinary Shares (calculated based on the assumption that all PubCo Convertible Securities, whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) taking account of any limitations on exercise or conversion (including “blockers”) contained therein without conceding that such identified Person is a 10% stockholder for purposes of federal securities laws).

(iii) Existing Securities; Obligations. Except as set forth on Schedule 4(r)(iii) and, upon the completion of the deSPAC Transaction, Schedule 3(q)(iii): (A) none of PubCo’s or any Subsidiary’s shares, interests or capital stock is subject to preemptive rights or any other similar rights or Liens suffered or permitted by PubCo or any Subsidiary; (B) other than stock options, restricted share units, performance share units, deferred share units and other stock-based awards awarded to employees, directors and consultants of PubCo under equity incentive plans adopted by the Board of Directors of PubCo and described in the PubCo SEC Documents, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of PubCo or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which PubCo or any of its Subsidiaries is or may become bound to issue additional shares, interests or capital stock of PubCo or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of PubCo or any of its Subsidiaries; (C) there are no agreements or arrangements under which PubCo or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act other than (i) the underwriter compensation set forth in that certain Fee Modification Agreement, dated May 27, 2026, by and between Voyager and Cantor Fitzgerald & Co., as acknowledged and agreed to by the Company in the form attached hereto as Exhibit F (the “Fee Modification Agreement”) comprising the Stock Portion of the Original Deferred Fee (as such terms are defined under the Fee Modification Agreement) and (ii) the proposed equity-line-of-credit financing with Lincoln Park Capital, including any subsequent modifications or amendments thereto, in each case on terms approved by the Required Holders in their sole discretion (the “ELOC Financing”); (D) there are no outstanding securities or instruments of PubCo or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which PubCo or any of its Subsidiaries is or may become bound to redeem a security of PubCo or any of its Subsidiaries; (E) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; and (F) neither PubCo nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement.

(iv) Organizational Documents. PubCo has furnished to the Buyers true, correct and complete copies of (A) PubCo’s Articles of Association, as in effect on the date hereof and (B) PubCo’s Amended Articles of Association, as amended, as will be in effect as of the Closing Date (the “Amended Articles of Association”), and (C) all PubCo Convertible Securities and the material rights of the holders thereof in respect thereto, as in effect on the date hereof and (D) all PubCo Convertible Securities and the material rights of the holders thereof in respect thereto, as will be in effect on the Closing Date.

(s) Indebtedness and Other Contracts. Except as set forth on Schedule 4(s) and, upon the completion of the deSPAC Transaction, Schedule 3(r), neither PubCo nor any of its Subsidiaries (i) has any outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of PubCo or any of its Subsidiaries or by which PubCo or any of its Subsidiaries is or may become bound; (ii) has any financing statements securing obligations in any amounts filed against PubCo or any of its Subsidiaries or with respect to any of their respective assets; (iii) is in violation of any term of, or in default under, any contract, agreement or instrument relating to any Indebtedness, except where such violations and defaults would not result, individually or in the aggregate, in a PubCo Material Adverse Effect, or (iv) is a party to any contract, agreement or instrument relating to any Indebtedness, the performance of which, in the judgment of PubCo’s officers, has or is expected to have a PubCo Material Adverse Effect. Neither PubCo nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the PubCo SEC Documents which are not so disclosed in the PubCo SEC Documents, other than those incurred in the ordinary course of PubCo’s or its Subsidiaries’ respective businesses consistent with past practices and which, individually or in the aggregate, do not or could not have a PubCo Material Adverse Effect.

(t) Litigation. There is no material action, suit, arbitration, proceeding, inquiry or investigation before or by Nasdaq, any court, public board, other Governmental Entity, self-regulatory organization or body pending or, to the knowledge of PubCo, threatened against or affecting PubCo or any of its Subsidiaries (or pending or threatened by PubCo or any of its Subsidiaries), the PubCo Ordinary Shares or any of PubCo’s or its Subsidiaries’ officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as such. To the knowledge of PubCo, no director, officer or employee of PubCo or any of its Subsidiaries has willfully violated 18 U.S.C. §1519 or engaged in spoliation in reasonable anticipation of litigation. Without limitation of the foregoing, there has not been, and to the knowledge of PubCo, there is not pending, contemplated or anticipated, any inquiry or investigation by the SEC involving PubCo, any of its Subsidiaries or any current or former director or officer of PubCo or any of its Subsidiaries. The SEC has not issued any stop order or other order suspending the effectiveness of any registration statement filed by PubCo under the 1933 Act or the 1934 Act. After reasonable inquiry of its officers (as defined in Rule 16a-1(f) promulgated under the 1934 Act) and members of the Board of Directors of PubCo, PubCo is not aware of any fact which might result in or form the basis for any such action, suit, arbitration, investigation, inquiry or other proceeding. Neither PubCo nor any of its Subsidiaries is subject to any order, writ, judgment, injunction, decree, determination or award of any Governmental Entity.

(u) Insurance. PubCo and each of its Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as management of PubCo believes to be prudent and customary in the businesses in which PubCo and its Subsidiaries are engaged. Neither PubCo nor any of its Subsidiaries has been refused any insurance coverage sought or applied for, and neither PubCo nor any of its Subsidiaries has any reason to believe that it will be unable to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not have a PubCo Material Adverse Effect.

(v) Employee Relations. Neither PubCo nor any of its Subsidiaries is a party to any collective bargaining agreement or employs any member of a union. PubCo and its Subsidiaries believe that their relations with their employees are good. No executive officer (as defined in Rule 501(f) promulgated under the 1933 Act) or other key employee of PubCo or any of its Subsidiaries has notified PubCo or any such Subsidiary that such officer intends to leave PubCo or any such Subsidiary or otherwise terminate such officer’s employment with PubCo or any such Subsidiary. To the knowledge of PubCo, no executive officer or other key employee of PubCo or any of its Subsidiaries is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement, non-competition agreement, or any other contract or agreement or any restrictive covenant with PubCo or any of its Subsidiaries, and the continued employment of each such executive officer or other key employee (as the case may be) does not subject PubCo or any of its Subsidiaries to any liability with respect to any of the foregoing matters. PubCo and its Subsidiaries are in material compliance with all applicable federal, state, local and foreign laws and regulations respecting labor, employment and employment practices and benefits, terms and conditions of employment and wages and hours, except where failure to be in compliance would not, either individually or in the aggregate, reasonably be expected to result in a PubCo Material Adverse Effect.

(w) Title. Each of PubCo and its Subsidiaries holds good title to, or a valid leasehold interest in, all real property, leases in real property, facilities or other interests in real property owned or held by PubCo or any of its Subsidiaries, as applicable, that is material to the business of PubCo (the “PubCo Real Property”). The PubCo Real Property is free and clear of all Liens and is not subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except for (i) Liens for current taxes not yet due and (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. Any PubCo Real Property held under lease by PubCo or any of its Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere in any material respect with the use made and proposed to be made of such property and buildings by PubCo or any of its Subsidiaries.

(x) Fixtures and Equipment. Each of PubCo and its Subsidiaries (as applicable) has good title to, or a valid leasehold interest in, the tangible personal property, equipment, improvements, fixtures, and other personal property and appurtenances that are used by PubCo and its Subsidiaries to conduct their respective businesses (the “PubCo Fixtures and Equipment”). The PubCo Fixtures and Equipment are structurally sound, are in good operating condition and repair (ordinary wear and tear excepted), are adequate for the uses to which they are being put, are not in need of maintenance or repairs except for ordinary, routine maintenance and repairs and are sufficient for the conduct of PubCo’s and/or its Subsidiaries’ businesses (as applicable) in the manner as conducted prior to the date hereof and the Closing Date. Except as set forth on Schedule 4(x), each of PubCo and its Subsidiaries owns all of its PubCo Fixtures and Equipment free and clear of all Liens except for (i) Liens for current taxes not yet due, (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto and (iii) other Permitted Liens (as defined in the Notes).

(y) Intellectual Property Rights. Upon the completion of the deSPAC Transaction, PubCo and each of its Subsidiaries shall own or possesses adequate rights or licenses to use all material trademarks, trade names, service marks, service mark registrations, service names, patents, patent rights, copyrights, original works, inventions, licenses, approvals, governmental authorizations, trade secrets and other intellectual property rights and all applications and registrations therefor that will be material to PubCo upon and after completion of the deSPAC Transaction and necessary to conduct their respective businesses as presently proposed to be conducted (the “PubCo Intellectual Property Rights”). None of PubCo’s or its Subsidiaries’ PubCo Intellectual Property Rights have expired, terminated or been abandoned or are expected to expire, terminate or be abandoned, within three years from the date of this Agreement. Neither PubCo nor any of its Subsidiaries has (i) infringed, misappropriated, diluted or violated the PubCo Intellectual Property Rights of others, (ii) violated any material term or provision of any contract concerning PubCo Intellectual Property Rights, (iii) violated any material right of any person (including any right to privacy or publicity), or (iv) conducted its business in a manner that would constitute unfair competition or unfair trade practices under the laws of any jurisdiction. There is no claim, action or proceeding being made or brought, or to the knowledge of PubCo or any of its Subsidiaries, being threatened, against PubCo or any of its Subsidiaries regarding PubCo Intellectual Property Rights of others that would reasonably be expected to have a PubCo Material Adverse Effect on PubCo. PubCo is not aware of any facts or circumstances which might give rise to any of the foregoing infringements or claims, actions or proceedings. PubCo and each of its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all trade secrets within the PubCo Intellectual Property Rights that are materially necessary to conduct their respective businesses. To the knowledge of PubCo, no third party is infringing, violating or misappropriating any PubCo Intellectual Property Rights, and there is no claim pending or proceeding regarding any such actual or alleged infringement, misappropriation or other violation of any PubCo Intellectual Property Rights. All former and current employees, contractors and consultants of PubCo who have contributed to the creation or development of the PubCo Intellectual Property Rights have executed a valid and enforceable agreement containing an irrevocable assignment to PubCo of all of their ownership and other rights therein, including to any invention, improvement or discovery. PubCo has not distributed, incorporated or otherwise used any “Open Source Code” (also known as “free software” (as defined by the Free Software Foundation) or “open source software” (as defined by the Open Source Initiative) or has not otherwise distributed publicly software under terms that permit modification and redistribution of such software) in a manner that would require that any of the proprietary software owned by PubCo or included in a PubCo product or service: (i) be made available or distributed in source code form; (ii) be licensed for the purpose of making derivative works; (iii) be licensed under terms that allow reverse engineering, reverse assembly or disassembly of any kind; or (iv) be redistributable at no charge. PubCo is in compliance with the terms and conditions of all licenses for free or Open Source Code.

(z) Environmental Laws. To PubCo’s knowledge, PubCo and its Subsidiaries (i) are in material compliance with any and all Environmental Laws, (ii) have received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses and (iii) are in material compliance with all terms and conditions of any such permit, license or approval where, except in each of the foregoing clauses (i), (ii) and (iii), where the failure to so comply or having such permits, licenses or other approval would not reasonably be expected to have, individually or in the aggregate, a PubCo Material Adverse Effect.

(aa) Hazardous Materials.

(i) To PubCo’s knowledge, no Hazardous Materials have been disposed of or otherwise released from any PubCo Real Property in violation of any Environmental Laws.

(ii) To PubCo’s knowledge, no Hazardous Materials are present on, over, beneath, in or upon any PubCo Real Property or any portion thereof in quantities that would constitute a violation of any Environmental Laws or in quantities, a manner or location that would reasonably be expected to require remedial action pursuant to any Environmental Laws. No prior use by PubCo or any of its Subsidiaries of any PubCo Real Property has occurred that violates any Environmental Laws, which violation would have a PubCo Material Adverse Effect.

(iii) To PubCo’s knowledge, neither PubCo nor any of its Subsidiaries knows of any other Person that has stored, treated, recycled, disposed of or otherwise located on any PubCo Real Property any Hazardous Materials, including, without limitation, such substances as asbestos and polychlorinated biphenyls.

(iv) To PubCo’s knowledge, none of the PubCo Real Property is on (i) any federal or state “Superfund” list or CERCLIS list, (ii) any state environmental agency list of sites under consideration for CERCLIS, (iii) registered in any cadaster of polluted sites (Kataster belasteter Standorte) of any Canton of Switzerland, and, to PubCo’s knowledge, there are no contaminated sites, other pollutions in or on the soil or buildings of the PubCo Real Property with health- or environmentally hazardous or specially disposal-requiring substances, nor (iv) subject to any environmental related Liens.

(v) Neither PubCo nor its Subsidiaries is subject to any pending or, to PubCo’s and its Subsidiaries’ knowledge, threatened claim or proceeding to any Environmental Laws, except for any claims or proceeding that would not reasonably be expected to have, individually or in the aggregate, a PubCo Material Adverse Effect.

(bb) Tax Status. PubCo and each of its Subsidiaries (i) has timely made or filed all foreign, federal and state income and all other tax returns, reports and declarations required by any jurisdiction to which it is subject through the date of this Agreement or have requested extensions thereof (except where the failure to file would not, individually or in the aggregate, have a PubCo Material Adverse Effect) and (ii) has timely paid all taxes and other governmental assessments and charges, shown or determined to be due on such returns, reports and declarations, except those being contested in good faith and for which reserves required by IFRS have been created in the financial statements of PubCo or for cases in which the failure to pay would not have a PubCo Material Adverse Effect. There is no tax deficiency that has been determined adversely to PubCo or any of its Subsidiaries which has had a PubCo Material Adverse Effect, nor does PubCo or its Subsidiaries have any knowledge or notice of any tax deficiency which could reasonably be expected to be determined adversely to PubCo or its Subsidiaries and which could reasonably be expected to have a PubCo Material Adverse Effect.

(cc) Internal Accounting and Disclosure Controls. Upon completion of the deSPAC Transaction, PubCo and each of its Subsidiaries shall have internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the 1934 Act) that is effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS, including that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. PubCo maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the 1934 Act) that are effective in ensuring that information required to be disclosed by PubCo in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by PubCo in the reports that it files or submits under the 1934 Act is accumulated and communicated to PubCo’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. Since the filing of the F-4 Financial Statements, neither PubCo nor any of its Subsidiaries has received any notice or correspondence from any accountant, Governmental Entity or other Person relating to any potential material weakness or significant deficiency in any part of the internal controls over financial reporting of PubCo or any of its Subsidiaries.

(dd) Off Balance Sheet Arrangements. There is no transaction, arrangement, or other relationship between PubCo or any of its Subsidiaries and an unconsolidated or other off balance sheet entity that is required to be disclosed by PubCo in its 1934 Act filings and is not so disclosed or that otherwise could be reasonably likely to have a PubCo Material Adverse Effect.

(ee) Investment Company Status. PubCo is not, and upon consummation of the sale of the Securities and the application of the proceeds thereof, will not be, an “investment company,” or a company controlled by an “investment company” as such term is defined in the Investment Company Act of 1940, as amended.

(ff) Acknowledgement Regarding Buyers’ Trading Activity. It is understood and acknowledged by PubCo that (i) following the public disclosure of the transactions contemplated by the Transaction Documents in the Press Release, none of the Buyers have been asked by PubCo or any of its Subsidiaries to agree, nor has any Buyer agreed with PubCo or any of its Subsidiaries, to desist from effecting any transactions in or with respect to (including, without limitation, purchasing or selling, long and/or short) any securities of PubCo, or “derivative” securities based on securities issued by PubCo or to hold any of the Securities for any specified term; (ii) any Buyer, and counterparties in “derivative” transactions to which any such Buyer is a party, directly or indirectly, presently may have a “short” position in the PubCo Ordinary Shares which was established prior to such Buyer’s knowledge of the transactions contemplated by the Transaction Documents; (iii) each Buyer shall not be deemed to have any affiliation with or control over any arm’s length counterparty in any “derivative” transaction; and (iv) each Buyer may rely on PubCo’s obligation to timely deliver PubCo Ordinary Shares as and when required pursuant to the Transaction Documents for purposes of effecting trading in the PubCo Ordinary Shares. PubCo further understands and acknowledges that following the public disclosure of the transactions contemplated by the Transaction Documents pursuant to the Press Release one or more Buyers may have engaged and may after the date hereof engage in hedging and/or trading activities (including, without limitation, the location and/or reservation of borrowable PubCo Ordinary Shares) at various times prior to or during the period that the Securities are outstanding, including, without limitation, during the periods that the value and/or number of the Note Shares deliverable with respect to the Notes are being determined and such hedging and/or trading activities (including, without limitation, the location and/or reservation of borrowable PubCo Ordinary Shares), if any, can reduce the value of the existing stockholders’ equity interest in PubCo both at and after the time the hedging and/or trading activities are being conducted. PubCo acknowledges that such aforementioned hedging and/or trading activities do not constitute a breach of this Agreement, the Notes, the Warrants or any other Transaction Document or any of the documents executed in connection herewith or therewith.

(gg) Manipulation of Price. Neither PubCo nor any of its Subsidiaries has, and, to the knowledge of PubCo, no Person acting on their behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of PubCo or any of its Subsidiaries to facilitate the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or paid any compensation for soliciting purchases of, any of the Securities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of PubCo or any of its Subsidiaries or (iv) paid or agreed to pay any Person for research services with respect to any securities of PubCo or any of its Subsidiaries.

(hh) U.S. Real Property Holding Corporation. Neither PubCo nor any of its Subsidiaries is, or has ever been, and so long as any of the Securities are held by any of the Buyers, shall become, a USRPHC within the meaning of Section 897 of the Code, and PubCo and each Subsidiary shall so certify upon any Buyer’s request.

(ii) Transfer Taxes. All stock transfer or other taxes (other than income or similar taxes) which are required to be paid in connection with the issuance, sale and transfer to each Buyer of the Securities to be sold to each Buyer hereunder will be, or will have been, fully paid or provided for by PubCo, and all laws imposing such taxes will be or will have been complied with; provided that PubCo shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any Securities in a name other than that of the Buyer of such Securities, and PubCo shall not be required to issue or deliver such Securities unless or until the Person or Persons requesting the issuance thereof shall have paid to PubCo the amount of such tax or shall have established to the satisfaction of PubCo that such tax has been paid.

(jj) Bank Holding Company Act. Neither PubCo nor any of its Subsidiaries is subject to the BHCA and to regulation by the Board of Governors of the Federal Reserve. Neither PubCo nor any of its Subsidiaries owns or controls, directly or indirectly, five percent (5%) or more of the outstanding shares of any class of voting securities or twenty-five percent (25%) or more of the total equity of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve. Neither PubCo nor any of its Subsidiaries exercises a controlling influence over the management or policies of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve.

(kk) [Reserved.]

(ll) Illegal or Unauthorized Payments; Political Contributions. Neither PubCo nor any of its Subsidiaries nor, to PubCo’s knowledge (after reasonable inquiry of its officers and directors), any of the officers, directors, employees, agents or other representatives of PubCo or any of its Subsidiaries or affiliates, has, directly or indirectly, made or authorized any payment, contribution or gift of money, property, or services, whether or not in contravention of applicable law, (i) as a kickback or bribe to any Person or (ii) to any political organization, or the holder of or any aspirant to any elective or appointive public office to influence official action or secure an improper advantage, except for personal political contributions not involving the direct or indirect use of funds of PubCo or any of its Subsidiaries.

(mm) Money Laundering. The operations of PubCo and its Subsidiaries are and have been conducted at all times in material compliance with the USA Patriot Act of 2001 and all other applicable U.S. and non-U.S. anti-money laundering laws and regulations, including, without limitation, the laws, regulations and executive orders and sanctions programs administered by the U.S. Office of Foreign Assets Control, including, but not limited, to (i) Executive Order 13224 of September 23, 2001 entitled, “Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism” (66 Fed. Reg. 49079 (2001)); and (ii) any regulations contained in 31 CFR, Subtitle B, Chapter V. The operations of PubCo and its Subsidiaries are and have been conducted at all times in material compliance with the USA Patriot Act of 2001 and all other applicable U.S. and non-U.S. anti-money laundering laws and regulations.

(nn) Sanctions. None of PubCo, any of its Subsidiaries or any director, officer, employee or, to the knowledge of PubCo and its Subsidiaries, agent or other person acting for or on behalf of the foregoing is the subject or target of any Sanctions. The operations of PubCo and its Subsidiaries are, and have been conducted within the past five (5) years, in compliance with applicable Sanctions. Neither PubCo nor any of its Subsidiaries will, directly or indirectly, use any part of the proceeds of this offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person, to fund or facilitate any dealings or transactions with, involving or for the benefit of any Sanctioned Person, or otherwise in any manner that would constitute or give rise to a violation of any Sanctions by any Person (including any Person participating in the offering, whether as buyer, underwriter, advisor, investor or otherwise).

(oo) Management. During the past five (5)-year period, no current or then-current officer or director of PubCo, to the knowledge of PubCo, has been the subject of:

(B) engaging in any particular type of business practice; or

(C) engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of securities laws or commodities laws;

(pp) Stock Option Plans. Each stock option granted by PubCo was granted (i) in accordance with the terms of the applicable stock option plan of PubCo and (ii) with an exercise price at least equal to the fair market value of the PubCo Ordinary Shares on the date such stock option would be considered granted under IFRS and applicable law. To PubCo’s knowledge, no stock option granted under a PubCo stock option plan has been backdated. PubCo has not knowingly granted, and there is no and has been no policy or practice of PubCo to knowingly grant, stock options prior to, or otherwise knowingly coordinate the grant of stock options with, the release or other public announcement of material information regarding PubCo or its Subsidiaries or their financial results or prospects.

(qq) Cybersecurity. The information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases used or owned by, or leased or licensed to, PubCo or any of its Subsidiaries (collectively, “PubCo IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of PubCo and its Subsidiaries as currently conducted free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. PubCo and its Subsidiaries have implemented and maintained commercially reasonable physical, technical and administrative controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all PubCo IT Systems and data, including “Personal Data,” used in connection with their businesses. There have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same. To the knowledge of PubCo, there have been no breaches, violations, outages or unauthorized uses of or accesses to Personal Data that required statutory notification to individuals or governmental or regulatory authorities. PubCo and its Subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of PubCo IT Systems and Personal Data and to the protection of such PubCo IT Systems and Personal Data from unauthorized use, access, misappropriation or modification.

(rr) Compliance with Data Privacy Laws. PubCo and its Subsidiaries are, and at all prior times were, in material compliance with all applicable Privacy Laws, and PubCo and its Subsidiaries have taken commercially reasonable actions to prepare to comply with, and since May 25, 2018, have been and currently are in compliance with, the GDPR (EU 2016/679). PubCo and its Subsidiaries have in place, comply with, and take appropriate steps reasonably designed to ensure compliance in all material respects with their Policies. PubCo and its Subsidiaries have at all times made all disclosures to users or customers required by applicable laws and regulatory rules or requirements, and none of such disclosures made or contained in any Policy have, to the knowledge of PubCo, been inaccurate or in violation of any applicable laws and regulatory rules or requirements in any material respect. Neither PubCo nor any Subsidiary: (i) has received notice of any actual or potential liability under or relating to, or actual or potential violation of, any of the Privacy Laws, and has no knowledge of any event or condition that would reasonably be expected to result in any such notice; (ii) is currently conducting or paying for, in whole or in part, any investigation, remediation, or other corrective action pursuant to any Privacy Law; or (iii) is a party to any order, decree, or agreement that imposes any obligation or liability under any Privacy Law.

(ss) No Disqualification Event. With respect to Securities to be offered and sold hereunder in reliance on Rule 506(b) under the 1933 Act (“Regulation D Securities”), none of PubCo, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of PubCo participating in the offering contemplated hereby, or, to PubCo’s knowledge, any beneficial owner of twenty percent (20%) or more of PubCo’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the 1933 Act) connected with PubCo in any capacity at the time of sale (each, a “PubCo Covered Person”) is subject to any Disqualification Event, except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). PubCo has exercised reasonable care to determine whether any PubCo Covered Person is subject to a Disqualification Event. PubCo has complied, to the extent applicable, with its disclosure obligations under Rule 506(e), and has furnished to the Buyers a copy of any disclosures provided thereunder.

(tt) Other Covered Persons. PubCo is not aware of any Person that has been or will be paid (directly or indirectly) remuneration for solicitation of Buyers or potential purchasers in connection with the sale of any Regulation D Securities.

(uu) Margin Stock. The application of the proceeds received by PubCo from the issuance, sale and delivery of the Securities as described in the Transaction Documents will not violate Regulation T, U or X of the Board of Governors of the Federal Reserve system or any other regulation of such Board of Governors.

(vv) Disclosure. PubCo confirms that neither it nor any other Person acting on its behalf has provided any of the Buyers or their agents or counsel with any information that constitutes or could reasonably be expected to constitute material, non-public information concerning PubCo or any of its Subsidiaries, other than the existence of the transactions contemplated by this Agreement and the other Transaction Documents. PubCo understands and confirms that each of the Buyers has relied on and will rely on the foregoing representations in effecting transactions in securities of PubCo. All disclosure provided by PubCo to the Buyers regarding PubCo and its Subsidiaries, their respective businesses and the transactions contemplated hereby, including the schedules to this Agreement, furnished by or on behalf of PubCo or any of its Subsidiaries is true and correct and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. All of the written information furnished after the date hereof by or on behalf of PubCo or any of its Subsidiaries to each Buyer pursuant to or in connection with this Agreement and the other Transaction Documents, taken as a whole, will be true and correct in all material respects as of the date on which such information is so provided and will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. PubCo acknowledges and agrees that no Buyer makes or has made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 2.

(ww) Clinical Data and Regulatory Compliance. Upon the completion of the deSPAC Transaction, the preclinical tests and clinical trials, and other studies (collectively, “studies”) that are described in, or the results of which are referred to in, PubCo’s registration statement on Form F-4 filed by it with the SEC, if still pending, are being conducted in all material respects in accordance with the protocols, procedures and controls designed and approved for such studies and with standard medical and scientific research procedures; each description of the results of such studies is accurate and complete in all material respects and fairly presents the data derived from such studies, and PubCo and its Subsidiaries have no knowledge of any other studies the results of which are inconsistent with, or otherwise call into question, the results described or referred to in PubCo’s registration statement on Form F-4 filed by it with the SEC; PubCo and its Subsidiaries have made all such filings and obtained all such approvals, certificates, authorizations and permits as may be required by the Regulatory Agencies; neither PubCo nor any of its Subsidiaries has received any notice of, or correspondence from, any Regulatory Agency requiring the termination, suspension or modification of any clinical trials that are described or referred to in PubCo’s registration statement on Form F-4 filed by it with the SEC; and PubCo and its Subsidiaries have each operated and currently are in compliance in all material respects with all applicable rules, regulations and policies of the Regulatory Agencies.

(xx) No Additional Agreements. PubCo does not have any agreement or understanding with any Buyer with respect to the transactions contemplated by the Transaction Documents other than as specified in the Transaction Documents.

(yy) Lock-Up Agreements. PubCo acknowledges and agrees that upon the completion of the deSPAC Transaction it shall assume the obligations of the Company and Voyager, as applicable, under the Lock-Up Agreements and that none of the Lock-Up Agreements contains an exception for the sale of shares in the event that the closing price of such shares equals or exceeds any particular dollar value.

(zz) Swiss 10 Non-Bank Rule and Swiss 20 Non-Bank Rule. PubCo is in compliance with the Swiss 10 Non-Bank Rule and the Swiss 20 Non-Bank Rule, if and as long as a violation of these rules results in Swiss Withholding Tax consequences for PubCo. For purposes of this Agreement, PubCo shall assume that the number of creditors not being a Swiss Qualifying Bank under the Purchased Notes at all times is ten (10).

(aaa) No Swiss Withholding Tax. No payment or action under this Agreement, including but not limited to the conversion of the Notes or the delivery of the Note Shares or the exercise of the Warrants or the delivery of the Warrant Shares, will trigger or be subject to Swiss Withholding Tax.

5.	REPRESENTATIONS AND WARRANTIES OF VOYAGER.

Voyager represents and warrants to each of the Buyers that, as of the date hereof:

(a) Organization and Qualification. Voyager is an entity duly organized and validly existing and in good standing (if a good standing concept exists in such jurisdiction) under the laws of the jurisdiction in which it is formed, and has the requisite power and authority to own its properties and to carry on its business as now being conducted. Voyager is duly qualified as a foreign entity to do business and is in good standing (if a good standing concept exists in such jurisdiction) in every jurisdiction in which its ownership of property or the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not reasonably be expected to have a Voyager Material Adverse Effect (as defined below). As used in this Agreement, “Voyager Material Adverse Effect” means any material adverse effect on (i) the business, properties, assets, liabilities, operations (including results thereof), condition (financial or otherwise) or prospects of Voyager, (ii) the transactions contemplated hereby or in any of the other Transaction Documents or any other agreements or instruments entered into in connection herewith or therewith or (iii) the authority or ability of Voyager to perform any of its obligations under any of the Transaction Documents. Voyager does not have, and has never had, any Subsidiaries.

(b) Authorization; Enforcement; Validity. Voyager has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents. The execution and delivery of this Agreement and the other Transaction Documents by Voyager, and the consummation by Voyager of the transactions contemplated hereby and thereby, have been duly authorized by Voyager’s board of directors (the “Board of Directors of Voyager”) and no further filing, consent or authorization is required by Voyager, its board of directors or its stockholders or other governing body in connection therewith. This Agreement has been, and the other Transaction Documents to which it is a party have been duly executed and delivered by Voyager, and each constitutes a legal, valid and binding obligation of Voyager, enforceable against Voyager in accordance with its respective terms, except (i) as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and (ii) insofar as rights to indemnification and to contribution may be limited by applicable law. The Merger Agreement has not been amended since the Second Amendment and Waiver to the BCA and neither the Company, PubCo nor Voyager has waived any rights under the Merger Agreement except as set forth in the Second Amendment and Waiver to the BCA.

(c) No Conflicts. The execution, delivery and performance of the Transaction Documents by Voyager and the consummation by Voyager of the transactions contemplated hereby and thereby will not (i) result in a violation of the Voyager Articles of Association (as defined below), certificate of formation, memorandum of association, articles of association, bylaws or other organizational documents of Voyager, or any capital stock or other securities of Voyager, (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) in any respect under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which Voyager is a party, or (iii) assuming the accuracy of the representations and warranties in Section 2 and the completion of the deSPAC Transaction, result in a violation of any law, rule, regulation, order, judgment or decree (including, without limitation, foreign, federal and state securities laws and regulations, and, to the extent applicable the rules and regulations of The Nasdaq Stock Market (“Nasdaq”) and including all applicable foreign, federal and state laws, rules and regulations) applicable to Voyager or by which any property or asset of Voyager is bound or affected, except in the case of clauses (ii) and (iii) above, for such breaches, violations or conflicts as would not reasonably be expected, individually or in the aggregate, to have a Voyager Material Adverse Effect.

(d) Consents. Voyager is not required to obtain any consent from, authorization or order of, or make any filing or registration with any Governmental Entity or any regulatory or self-regulatory agency or any other Person in order for it to execute, deliver or perform any of its respective obligations under or contemplated by the Transaction Documents, in each case, in accordance with the terms hereof or thereof. All consents, authorizations, orders, filings and registrations which Voyager is required to obtain pursuant to the preceding sentence have been obtained, and Voyager is not aware of any facts or circumstances which might prevent Voyager from obtaining or effecting any of the registration, application or filings contemplated by the Transaction Documents. Voyager is not in violation of the requirements of Nasdaq, to the extent applicable, and has no knowledge of any facts or circumstances which could reasonably lead to delisting or suspension of Voyager’s Class A ordinary shares, $0.0001 par value (together with any share capital into which such ordinary shares shall have been changed or any share capital resulting from a reclassification of such ordinary shares, the “Voyager Ordinary Shares”).

(e) Voyager SEC Documents and Financial Statements. During the one (1) year prior to the date hereof, Voyager has timely filed all reports, schedules, forms, proxy statements, statements and other documents required to be filed by it with the SEC (other than Section 16 ownership filings) pursuant to the reporting requirements of the 1934 Act (reports filed in compliance with the time period specified in Rule 12b-25 promulgated under the 1934 Act shall be considered timely for this purpose) (all of the foregoing filed prior to the date hereof and all exhibits and appendices included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “Voyager SEC Documents”). Voyager has delivered or has made available to the Buyers or their respective representatives true, correct and complete copies of each of the Voyager SEC Documents not available on the EDGAR system. As of their respective dates, the Voyager SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the Voyager SEC Documents, and none of the Voyager SEC Documents, at the time they were filed with the SEC, 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. As of their respective dates, the financial statements of Voyager included in the Voyager SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”), consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of Voyager as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregate). No other information provided by or on behalf of Voyager to any of the Buyers which is not included in the Voyager SEC Documents (including, without limitation, information referred to in the disclosure schedules to this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleading, in the light of the circumstances under which they are or were made. Voyager is not currently contemplating to amend or restate any of the financial statements (including, without limitation, any notes or any letter of the independent accountants of Voyager with respect thereto) included in the Voyager SEC Documents (the “Voyager Financial Statements”), nor is Voyager currently aware of facts or circumstances which would require Voyager to amend or restate any of the Voyager Financial Statements, in each case, in order for any of the Voyager Financial Statements to be in material compliance with GAAP and the rules and regulations of the SEC. Voyager has not been informed by its independent auditors that they recommend that Voyager amend or restate any of the Voyager Financial Statements or that there is any need for Voyager to amend or restate any of the Voyager Financial Statements.

(f) Absence of Certain Changes. Since the date of Voyager’s audited financial statements contained in Voyager’s Form 10-K for the year ended December 31, 2025 (the “Voyager 10-K Financial Statements”), there has been no Voyager Material Adverse Effect. Since the date of the audited financial statements contained in the Voyager 10-K Financial Statements, Voyager has not (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, outside of the ordinary course of business, (iii) made any capital expenditures, individually or in the aggregate, outside of the ordinary course of business or (iv) made any revaluation of any of its assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable or any sale of assets other than in the ordinary course of business.

(g) Insolvency. Voyager has not taken any steps to seek protection pursuant to any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does Voyager have any knowledge or reason to believe that any of its creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. Voyager is not as of the date hereof Insolvent.

(h) Listing and Trading; Regulatory Permits. (i) the Voyager Ordinary Shares have been listed or designated for quotation on the Nasdaq Global Market, (ii) trading in the Voyager Ordinary Shares has not been suspended by the SEC or Nasdaq and (iii) Voyager has received no communication, written or oral, from the SEC or Nasdaq regarding the suspension or delisting of the Voyager Ordinary Shares from the Nasdaq Global Market. Voyager possesses all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct its business, except where the failure to possess such certificates, authorizations or permits would not reasonably be likely to have, individually or in the aggregate, a Voyager Material Adverse Effect, and Voyager has not received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit.

(i) Corrupt Practices. Neither Voyager nor any director, officer, employee thereof, nor, to Voyager’s knowledge, any agent or any other person acting for or on behalf of the foregoing (individually and collectively, a “Voyager Affiliate”) have violated any Anti-Corruption Laws, nor, to Voyager’s knowledge, has any Voyager Affiliate offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value, to any officer, employee or any other person acting in an official capacity for any Governmental Entity to any political party or official thereof or to any Government Official or to any person under circumstances where such Voyager Affiliate knew or was aware of a high probability that all or a portion of such money or thing of value would be offered, given or promised, directly or indirectly, to any Government Official, for the purpose of:

(ii) assisting Voyager in obtaining or retaining business for or with, or directing business to, Voyager.

Voyager will not use, directly or indirectly, any part of the proceeds from the transaction contemplated by this Agreement or any of the Transaction Documents in any manner that would constitute a violation of Anti-Corruption Laws.

(j) Sarbanes-Oxley Act. Voyager is in compliance in all material respects with any and all applicable requirements of the Sarbanes-Oxley Act of 2002, as amended, that are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the SEC thereunder that are effective as of the date hereof.

(k) Transactions With Affiliates. Except as disclosed in the Voyager SEC Documents, no current or former employee, partner, director, officer or shareholder (direct or indirect) of Voyager, or any associate, or, to the knowledge of Voyager, any affiliate of any thereof, or any relative with a relationship no more remote than first cousin of any of the foregoing, is presently or has been (i) a party to any transaction with Voyager (including any contract, agreement or other arrangement providing for the furnishing of services by, or rental of real or personal property from, or otherwise requiring payments to, any such director, officer or shareholder or such associate or affiliate or relative (other than for ordinary course services as employees, officers or directors of Voyager)) or (ii) the direct or indirect owner of an interest in any corporation, firm, association or business organization which is a competitor, supplier or customer of Voyager (except for a passive investment (direct or indirect) in less than 5% of the common stock or ordinary shares, as applicable, of a company whose securities are traded on or quoted through an Eligible Market), nor does any such Person receive income from any source other than Voyager which relates to the business of Voyager or should properly accrue to Voyager. No employee, officer, shareholder or director of Voyager or member of his or her immediate family is indebted to Voyager, as the case may be, nor is Voyager indebted (or committed to make loans or extend or guarantee credit) to any of them other than (i) for payment for services rendered, (ii) reimbursement for reasonable expenses incurred on behalf of Voyager, as the case may be, and (iii) for other standard employee benefits made generally available to all employees or executives (including equity incentive agreements outstanding under any equity incentive plan approved by the Board of Directors of Voyager).

(l) Equity Capitalization.

(i) Authorized and Outstanding Share Capital. As of the date of this Agreement, the authorized share capital of Voyager consists of 200,000,000 Voyager Ordinary Shares, of which, 25,300,000 are issued and outstanding; 20,000,000, $0.0001 par value each, Voyager Class B Ordinary Shares, $0.0001 par value each, of which 6,325,000 are issued and outstanding; 1,000,000 Voyager preference shares, $0.0001 par value each, of which none are issued and outstanding; and no Voyager Ordinary Shares are reserved for issuance pursuant to Voyager Convertible Securities (as defined below) exercisable or exchangeable for, or convertible into, Voyager Ordinary Shares. “Voyager Convertible Securities” means any shares or other security of Voyager or any of its Subsidiaries that is at any time and under any circumstances directly or indirectly convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire, any shares or other security of Voyager (including, without limitation, Voyager Ordinary Shares and any rights, warrants or options to subscribe for or purchase Voyager Ordinary Shares or Voyager Convertible Securities (collectively, “Voyager Options”)) or any of its Subsidiaries.

(ii) Valid Issuance; Available Shares; Affiliates. All of Voyager’s outstanding shares in the share capital are duly authorized and have been validly issued and are fully paid and non-assessable. Schedule 5(l)(ii) sets forth the number of Voyager Ordinary Shares that are, as of the date hereof, owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Act and calculated based on the assumption that only officers, directors and holders of at least 10% of any class of Voyager’s issued and outstanding Voyager Ordinary Shares are “affiliates” without conceding that any such Persons are “affiliates” for purposes of federal securities laws) of Voyager. Except as set forth on Schedule 5(l)(ii), to Voyager’s knowledge, as of the date hereof, no Person owns 10% or more of any class of Voyager’s issued and outstanding Voyager Ordinary Shares (calculated based on the assumption that all Voyager Convertible Securities, whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) taking account of any limitations on exercise or conversion (including “blockers”) contained therein without conceding that such identified Person is a 10% stockholder for purposes of federal securities laws).

(iii) Existing Securities; Obligations. Except as set forth on Schedule 5(l)(iii): (A) none of Voyager’s shares, interests or capital stock is subject to preemptive rights or any other similar rights or Liens suffered or permitted by Voyager; (B) other than stock options, restricted share units, performance share units, deferred share units and other stock-based awards awarded to employees, directors and consultants of Voyager under equity incentive plans adopted by the Board of Directors of Voyager and described in the Voyager SEC Documents, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of Voyager, or contracts, commitments, understandings or arrangements by which Voyager is or may become bound to issue additional shares, interests or capital stock of Voyager or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of Voyager; (C) there are no agreements or arrangements under which Voyager is obligated to register the sale of any of its securities under the 1933 Act; (D) there are no outstanding securities or instruments of Voyager which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which Voyager is or may become bound to redeem a security of Voyager; and (E) Voyager does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement.

(iv) Organizational Documents. Voyager has furnished to the Buyers true, correct and complete copies of Voyager’s Amended and Restated Articles of Association, as amended, and as in effect on the date hereof (the “Voyager Articles of Association”), and all Voyager Convertible Securities and the material rights of the holders thereof in respect thereto, as in effect on the date hereof.

(m) Indebtedness and Other Contracts. Except as set forth on Schedule 5(m), Voyager (i) has no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of Voyager or by which Voyager is or may become bound; (ii) has no financing statements securing obligations in any amounts filed against Voyager or with respect to any of its assets; (iii) is not in violation of any term of, or in default under, any contract, agreement or instrument relating to any Indebtedness, except where such violations and defaults would not result, individually or in the aggregate, in a Voyager Material Adverse Effect, or (iv) is not a party to any contract, agreement or instrument relating to any Indebtedness, the performance of which, in the judgment of Voyager’s officers, has or is expected to have a Voyager Material Adverse Effect. Voyager does not have any liabilities or obligations required to be disclosed in the Voyager SEC Documents which are not so disclosed in the Voyager SEC Documents, other than those incurred in the ordinary course of Voyager’s business consistent with past practices and which, individually or in the aggregate, do not or could not have a Voyager Material Adverse Effect.

(n) Litigation. There is no material action, suit, arbitration, proceeding, inquiry or investigation before or by Nasdaq, any court, public board, other Governmental Entity, self-regulatory organization or body pending or, to the knowledge of Voyager, threatened against or affecting Voyager (or pending or threatened by Voyager), the Voyager Ordinary Shares or any of Voyager’s officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as such. To the knowledge of Voyager, no director, officer or employee of Voyager has willfully violated 18 U.S.C. §1519 or engaged in spoliation in reasonable anticipation of litigation. Without limitation of the foregoing, there has not been, and to the knowledge of Voyager, there is not pending, contemplated or anticipated, any inquiry or investigation by the SEC involving Voyager or any current or former director or officer of Voyager. The SEC has not issued any stop order or other order suspending the effectiveness of any registration statement filed by Voyager under the 1933 Act or the 1934 Act. After reasonable inquiry of its officers (as defined in Rule 16a-1(f) promulgated under the 1934 Act) and members of the Board of Directors of Voyager, Voyager is not aware of any fact which might result in or form the basis for any such action, suit, arbitration, investigation, inquiry or other proceeding. Voyager is not subject to any order, writ, judgment, injunction, decree, determination or award of any Governmental Entity.

(o) Insurance. Voyager is insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as management of Voyager believes to be prudent and customary in the businesses in which Voyager is engaged. Voyager has not been refused any insurance coverage sought or applied for, and Voyager has no reason to believe that it will be unable to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not have a Voyager Material Adverse Effect.

(p) Employee Relations. Voyager is not a party to any collective bargaining agreement and does not employ any member of a union. Voyager believes that its relations with its employees are good. No executive officer (as defined in Rule 501(f) promulgated under the 1933 Act) or other key employee of Voyager has notified Voyager that such officer intends to leave Voyager or otherwise terminate such officer’s employment with Voyager. To the knowledge of Voyager, no executive officer or other key employee of Voyager is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement, non-competition agreement, or any other contract or agreement or any restrictive covenant with Voyager, and the continued employment of each such executive officer or other key employee (as the case may be) does not subject Voyager to any liability with respect to any of the foregoing matters. Voyager is in material compliance with all applicable federal, state, local and foreign laws and regulations respecting labor, employment and employment practices and benefits, terms and conditions of employment and wages and hours, except where failure to be in compliance would not, either individually or in the aggregate, reasonably be expected to result in a Voyager Material Adverse Effect.

(q) Title. Voyager holds good title to, or a valid leasehold interest in, all real property, leases in real property, facilities or other interests in real property owned or held by Voyager, as applicable, that is material to the business of Voyager (the “Voyager Real Property”). The Voyager Real Property is free and clear of all Liens and is not subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except for (i) Liens for current taxes not yet due and (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. Any Voyager Real Property held under lease by Voyager is held by it under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere in any material respect with the use made and proposed to be made of such property and buildings by Voyager.

(r) Fixtures and Equipment. Voyager has good title to, or a valid leasehold interest in, the tangible personal property, equipment, improvements, fixtures, and other personal property and appurtenances that are used by Voyager to conduct its business (the “Voyager Fixtures and Equipment”). The Voyager Fixtures and Equipment are structurally sound, are in good operating condition and repair (ordinary wear and tear excepted), are adequate for the uses to which they are being put, are not in need of maintenance or repairs except for ordinary, routine maintenance and repairs and are sufficient for the conduct of Voyager’s business in the manner as conducted prior to the date hereof. Voyager owns all of its Voyager Fixtures and Equipment free and clear of all Liens except for (i) Liens for current taxes not yet due, (ii) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto and (iii) other Permitted Liens (as defined in the Notes).

(s) Environmental Laws. Voyager (i) is in compliance with any and all Environmental Laws, (ii) has received all permits, licenses or other approvals required of it under applicable Environmental Laws to conduct its business and (iii) is in compliance with all terms and conditions of any such permit, license or approval where, except in each of the foregoing clauses (i), (ii) and (iii), where the failure to so comply or having such permits, licenses or other approval would not reasonably be expected to have, individually or in the aggregate, a Voyager Material Adverse Effect.

(t) Hazardous Materials.

(i) To Voyager’s knowledge, no Hazardous Materials have been disposed of or otherwise released from any Voyager Real Property in violation of any Environmental Laws.

(ii) To Voyager’s knowledge, no Hazardous Materials are present on, over, beneath, in or upon any Voyager Real Property or any portion thereof in quantities that would constitute a violation of any Environmental Laws or in quantities, a manner or location that would reasonably be expected to require remedial action pursuant to any Environmental Laws. No prior use by Voyager of any Voyager Real Property has occurred that violates any Environmental Laws, which violation would have a Voyager Material Adverse Effect.

(iii) To Voyager’s knowledge, Voyager does not know of any other Person that has stored, treated, recycled, disposed of or otherwise located on any Voyager Real Property any Hazardous Materials, including, without limitation, such substances as asbestos and polychlorinated biphenyls.

(iv) To Voyager’s knowledge, none of the Voyager Real Property is (i) on any federal or state “Superfund” list or CERCLIS list, (ii) any state environmental agency list of sites under consideration for CERCLIS, (iii) registered in any cadaster of polluted sites (Kataster belasteter Standorte) of any Canton of Switzerland, and, to Voyager’s knowledge, there are no contaminated sites, other pollutions in or on the soil or buildings of the Voyager Real Property with health- or environmentally hazardous or specially disposal-requiring substances, nor (iv) subject to any environmental related Liens.

(v) Voyager is not subject to any pending or, to Voyager’s knowledge, threatened claim or proceeding to any Environmental Laws, except for any claims or proceeding that would not reasonably be expected to have, individually or in the aggregate, a Voyager Material Adverse Effect.

(u) Tax Status. Voyager (i) has timely made or filed all foreign, federal and state income and all other tax returns, reports and declarations required by any jurisdiction to which it is subject through the date of this Agreement or has requested extensions thereof (except where the failure to file would not, individually or in the aggregate, have a Voyager Material Adverse Effect) and (ii) has timely paid all taxes and other governmental assessments and charges, shown or determined to be due on such returns, reports and declarations, except those being contested in good faith and for which reserves required by GAAP have been created in the financial statements of Voyager or for cases in which the failure to pay would not have a Voyager Material Adverse Effect. There is no tax deficiency that has been determined adversely to Voyager which has had a Voyager Material Adverse Effect, nor does Voyager have any knowledge or notice of any tax deficiency which could reasonably be expected to be determined adversely to Voyager and which could reasonably be expected to have a Voyager Material Adverse Effect.

(v) Internal Accounting and Disclosure Controls. Voyager maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the 1934 Act) that are effective in ensuring that information required to be disclosed by Voyager in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by Voyager in the reports that it files or submits under the 1934 Act is accumulated and communicated to Voyager’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. Since the filing of the Voyager 10-K Financial Statements, Voyager has not received any notice or correspondence from any accountant, Governmental Entity or other Person relating to any potential material weakness or significant deficiency in any part of the internal controls over financial reporting of Voyager.

(w) Off Balance Sheet Arrangements. There is no transaction, arrangement, or other relationship between Voyager and an unconsolidated or other off balance sheet entity that is required to be disclosed by Voyager in its 1934 Act filings and is not so disclosed or that otherwise could be reasonably likely to have a Voyager Material Adverse Effect.

(x) Investment Company Status. Voyager is not an “investment company,” or a company controlled by an “investment company” as such term is defined in the Investment Company Act of 1940, as amended.

(y) Acknowledgement Regarding Buyers’ Trading Activity. It is understood and acknowledged by Voyager that (i) following the public disclosure of the transactions contemplated by the Transaction Documents in the Press Release, none of the Buyers have been asked by Voyager to agree, nor has any Buyer agreed with Voyager, to desist from effecting any transactions in or with respect to (including, without limitation, purchasing or selling, long and/or short) any securities of Voyager, or “derivative” securities based on securities issued by Voyager; (ii) any Buyer, and counterparties in “derivative” transactions to which any such Buyer is a party, directly or indirectly, presently may have a “short” position in the Voyager Ordinary Shares which was established prior to such Buyer’s knowledge of the transactions contemplated by the Transaction Documents; and (iii) each Buyer shall not be deemed to have any affiliation with or control over any arm’s length counterparty in any “derivative” transaction. Voyager acknowledges that any such hedging and/or trading activities do not constitute a breach of this Agreement or any other Transaction Document or any of the documents executed in connection herewith or therewith. Voyager further understands and acknowledges that following the public disclosure of the transactions contemplated by the Transaction Documents pursuant to the Press Release, one or more Buyers may have engaged and may after the date hereof engage in hedging and/or trading activities (including, without limitation, the location and/or reservation of borrowable Voyager Ordinary Shares) at various times prior to or during the period that the Securities are outstanding and such hedging and/or trading activities (including, without limitation, the location and/or reservation of borrowable Voyager Ordinary Shares), if any, can reduce the value of the existing stockholders’ equity interest in Voyager both at and after the time the hedging and/or trading activities are being conducted.

(z) U.S. Real Property Holding Corporation. Voyager is not, and has never been, a USRPHC within the meaning of Section 897 of the Code, and Voyager shall so certify upon any Buyer’s request.

(aa) Bank Holding Company Act. Voyager is not subject to the BHCA and to regulation by the Board of Governors of the Federal Reserve. Voyager does not own or control, directly or indirectly, five percent (5%) or more of the outstanding shares of any class of voting securities or twenty-five percent (25%) or more of the total equity of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve. Voyager does not exercise a controlling influence over the management or policies of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve.

(bb) [Reserved.]

(cc) Illegal or Unauthorized Payments; Political Contributions. Neither Voyager nor, to Voyager’s knowledge (after reasonable inquiry of its officers and directors), any of the officers, directors, employees, agents or other representatives of Voyager or its affiliates, has, directly or indirectly, made or authorized any payment, contribution or gift of money, property, or services, whether or not in contravention of applicable law, (i) as a kickback or bribe to any Person or (ii) to any political organization, or the holder of or any aspirant to any elective or appointive public office to influence official action or secure an improper advantage, except for personal political contributions not involving the direct or indirect use of funds of Voyager.

(dd) Money Laundering. The operations of Voyager are and have been conducted at all times in material compliance with the USA Patriot Act of 2001 and all other applicable U.S. and non-U.S. anti-money laundering laws and regulations, including, without limitation, the laws, regulations and executive orders and sanctions programs administered by the U.S. Office of Foreign Assets Control, including, but not limited, to (i) Executive Order 13224 of September 23, 2001 entitled, “Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism” (66 Fed. Reg. 49079 (2001)); and (ii) any regulations contained in 31 CFR, Subtitle B, Chapter V. The operations of Voyager are and have been conducted at all times in material compliance with the USA Patriot Act of 2001 and all other applicable U.S. and non-U.S. anti-money laundering laws and regulations.

(ee) Sanctions. None of Voyager or any director, officer, employee or, to the knowledge of Voyager, agent or other person acting for or on behalf of the foregoing is the subject or target of any Sanctions. The operations of Voyager are, and have been conducted within the past five (5) years, in compliance with applicable Sanctions. Voyager will not, directly or indirectly, use any part of the proceeds of this offering, or lend, contribute or otherwise make available such proceeds to any joint venture partner or other Person, to fund or facilitate any dealings or transactions with, involving or for the benefit of any Sanctioned Person, or otherwise in any manner that would constitute or give rise to a violation of any Sanctions by any Person (including any Person participating in the offering, whether as buyer, underwriter, advisor, investor or otherwise).

(ff) Management. During the past five (5)-year period, no current or then-current officer or director of Voyager, to the knowledge of Voyager, has been the subject of:

(B) engaging in any particular type of business practice; or

(C) engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of securities laws or commodities laws;

(gg) Stock Option Plans. Each share option granted by Voyager was granted (i) in accordance with the terms of the applicable share option plan of Voyager and (ii) with an exercise price at least equal to the fair market value of the Voyager Ordinary Shares on the date such share option would be considered granted under GAAP and applicable law. To Voyager’s knowledge, no share option granted under a Voyager stock option plan has been backdated. Voyager has not knowingly granted, and there is no and has been no policy or practice of Voyager to knowingly grant, share options prior to, or otherwise knowingly coordinate the grant of stock options with, the release or other public announcement of material information regarding Voyager or its financial results or prospects.

(hh) Cybersecurity. The information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases used or owned by, or leased or licensed to, Voyager (collectively, “Voyager IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of Voyager as currently conducted free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. Voyager has implemented and maintained commercially reasonable physical, technical and administrative controls, policies, procedures, and safeguards to maintain and protect its material confidential information and the integrity, continuous operation, redundancy and security of all Voyager IT Systems and data, including “Personal Data,” used in connection with its business. There have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same. To the knowledge of Voyager, there have been no breaches, violations, outages or unauthorized uses of or accesses to Personal Data that required statutory notification to individuals or governmental or regulatory authorities. Voyager is presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of Voyager IT Systems and Personal Data and to the protection of such Voyager IT Systems and Personal Data from unauthorized use, access, misappropriation or modification.

(ii) Compliance with Data Privacy Laws. Voyager is, and at all prior times was, in material compliance with all applicable Privacy Laws, and Voyager has taken commercially reasonable actions to prepare to comply with, and since May 25, 2018, has been and currently is in compliance with, the GDPR (EU 2016/679). Voyager has in place, complies with, and takes appropriate steps reasonably designed to ensure compliance in all material respects with its Policies. Voyager has at all times made all disclosures to users or customers required by applicable laws and regulatory rules or requirements, and none of such disclosures made or contained in any Policy have, to the knowledge of Voyager, been inaccurate or in violation of any applicable laws and regulatory rules or requirements in any material respect. Voyager: (i) has not received notice of any actual or potential liability under or relating to, or actual or potential violation of, any of the Privacy Laws, and has no knowledge of any event or condition that would reasonably be expected to result in any such notice; (ii) is not currently conducting or paying for, in whole or in part, any investigation, remediation, or other corrective action pursuant to any Privacy Law; or (iii) is not a party to any order, decree, or agreement that imposes any obligation or liability under any Privacy Law.

(jj) Disclosure. Voyager confirms that neither it nor any other Person acting on its behalf has provided any of the Buyers or their agents or counsel with any information that constitutes or could reasonably be expected to constitute material, non-public information concerning Voyager, other than the existence of the transactions contemplated by this Agreement and the other Transaction Documents. Voyager understands and confirms that each of the Buyers has relied on and will rely on the foregoing representations in effecting transactions in securities of Voyager. All disclosure provided by Voyager to the Buyers regarding Voyager, its business and the transactions contemplated hereby, including the schedules to this Agreement, furnished by or on behalf of Voyager is true and correct and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. All of the written information furnished after the date hereof by or on behalf of Voyager to each Buyer pursuant to or in connection with this Agreement and the other Transaction Documents, taken as a whole, will be true and correct in all material respects as of the date on which such information is so provided and will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Voyager acknowledges and agrees that no Buyer makes or has made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 2.

(kk) Lock-Up Agreements. Voyager has entered into the Lock-Up Agreements to which it is a party attached hereto as Exhibit D with each of the parties to such agreements listed on Exhibit E and acknowledges and agrees that none of such Lock-Up Agreements contains an exception for the sale of shares in the event that the closing price of such shares equals or exceeds any particular dollar value.

(ll) No Additional Agreements. Voyager does not have any agreement or understanding with any Buyer with respect to the transactions contemplated by the Transaction Documents other than as specified in the Transaction Documents.

6.	COVENANTS.

(a) Best Efforts. Each Buyer shall use its best efforts to timely satisfy each of the covenants hereunder and conditions to be satisfied by it as provided in Section 8 of this Agreement. Each of the Company, PubCo and Voyager shall use its best efforts to timely satisfy each of the covenants hereunder and conditions to be satisfied by it as provided in Section 9 of this Agreement.

(b) Blue Sky. PubCo shall, on or before the Closing Date, take such action as the Buyers shall reasonably determine is necessary in order to obtain an exemption for, or to, qualify the PubCo Securities, as applicable, for sale to the Buyers at the Closing, as applicable, pursuant to this Agreement under applicable securities or “Blue Sky” laws of the states of the United States (or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken to the Buyers on or prior to the Closing Date. Without limiting any other obligation of PubCo under this Agreement, PubCo shall timely make all filings and reports relating to the offer and sale of the PubCo Securities required under all applicable securities laws (including, without limitation, all applicable federal securities laws and all applicable “Blue Sky” laws), and PubCo shall comply with all applicable foreign, federal, state and local laws, statutes, rules, regulations and the like relating to the offering and sale of the PubCo Securities to the Buyers.

(c) Reporting Status. Until the earlier of (i) the date upon which the Buyers shall have sold all of the Securities and (ii) the later to occur of the one (1)-year anniversary of the termination of the Notes and the one (1)-year anniversary of the termination of the Warrants (the “Reporting Period”), PubCo shall timely file all reports required to be filed with the SEC pursuant to the 1934 Act (reports filed in compliance with the time period specified in Rule 12b-25 promulgated under the 1934 Act shall be considered timely for this purpose), and PubCo shall not terminate its status as an issuer required to file reports under the 1934 Act even if the 1934 Act or the rules and regulations thereunder would no longer require or otherwise permit such termination. Until the completion of the deSPAC Transaction, Voyager shall not terminate its status as an issuer required to file reports under the 1934 Act even if the 1934 Act or the rules and regulations thereunder would no longer require or would otherwise permit such termination, and, until the termination of Voyager’s status as an issuer required to file reports under the 1934 Act, Voyager shall timely file all reports required to be filed with the SEC pursuant to the 1934 Act (reports filed in compliance with the time period specified in Rule 12b-25 promulgated under the 1934 Act shall be considered timely for this purpose).

(d) Use of Proceeds. PubCo will use the net proceeds from the sale of the Securities for (x) working capital and general corporate purposes and (y) the payment of Underwriter Compensation (as defined below) in an aggregate amount not to exceed five hundred thousand dollars ($500,000) (the “Underwriter Compensation Cap”), but not, directly or indirectly, for (i) the redemption or repurchase of any securities of PubCo or the Company or any of their respective Subsidiaries or repayment of any Indebtedness, (ii) the settlement of any outstanding litigation or (iii) the payment of Underwriter Compensation in excess of the Underwriter Compensation Cap. “Underwriter Compensation” means any commissions (including deferred underwriter commissions), discounts, fees, expenses reimbursements or other remuneration of any kind paid or delivered, directly or indirectly, by the Company, Voyager, PubCo or any of their Subsidiaries to any underwriter, initial purchaser, placement agent, financial advisor or similar agent in connection with the deSPAC Transaction and the transactions related thereto (including, for the avoidance of doubt, any equity or debt financing effected in connection with the deSPAC Transaction).

(e) Stockholder Approval. PubCo shall hold an extraordinary shareholders’ meeting (the “EGM”) as soon as reasonably practicable following the closing of the deSPAC Transaction, but in any event no later than 30 days following the Closing Date, for the purpose of obtaining the approval by PubCo’s shareholders (the “Requisite Shareholder Approval”) to amend the Articles of Association for (x) a revised article 3a (Conditional Capital) (the “Conditional Capital Amendment”) and (y) a revised article 3d (Capital Band) (the “Capital Band Amendment”; together with the Conditional Capital Amendment, the “Amendments”). Each of the Amendments shall have substantially the same wording as set forth in Exhibit H, subject to any changes required by the commercial register of the canton of Zurich. PubCo will prepare an invitation to the EGM (the “Invitation”), which Invitation shall be duly prepared and published in accordance with applicable laws and the Articles of Association at least twenty (20) days prior to the EGM in order to meet requisite notice requirements under applicable laws. The Invitation shall include the agenda items and the proposals of the Board of Directors of PubCo to approve the Amendments as well as the unanimous recommendation by the Board of Directors of PubCo that PubCo’s shareholders vote in favor of such proposal. PubCo shall use its best efforts to obtain the Requisite Shareholder Approval. If the Requisite Shareholder Approval is not obtained at the EGM, PubCo will hold an extraordinary meeting of the shareholders of PubCo for the purposes of obtaining such Requisite Shareholder Approval no less often than every ninety (90) days following the date of the EGM until the Requisite Shareholder Approval is obtained, and the Board of Directors of PubCo will duly prepare and publish a related invitation, which shall contain substantially the same terms as the Invitation. PubCo shall use its best efforts to obtain approval of the Requisite Shareholder Approval at any such further extraordinary shareholders’ meeting.

(f) Financial Information. PubCo agrees to send the following to each Buyer during the Reporting Period (i) unless the following are filed with the SEC through EDGAR and are available to the public through the EDGAR system, within one (1) Business Day after the filing thereof with the SEC, a copy of its Annual Reports on Form 20-F, any interim reports or any consolidated balance sheets, income statements, stockholders’ equity statements and/or cash flow statements for any period other than annual, any Interim Reports on Form 6-K and any registration statements or amendments filed pursuant to the 1933 Act, (ii) unless the following are either filed with the SEC through EDGAR or are otherwise widely disseminated via a recognized news release service (such as PR Newswire), on the same day as the release thereof, e-mail copies of all press releases issued by PubCo or any of its Subsidiaries and (iii) unless the following are filed with the SEC through EDGAR, copies of any notices and other information made available or given to the stockholders of PubCo generally, contemporaneously with the making available or giving thereof to the stockholders. Voyager agrees to send the following to each Buyer until the termination of Voyager’s status as an issuer required to file reports under the 1934 Act: (i) unless the following are filed with the SEC through EDGAR and are available to the public through the EDGAR system, within one (1) Business Day after the filing thereof with the SEC, a copy of its Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, any interim reports or any consolidated balance sheets, income statements, stockholders’ equity statements and/or cash flow statements for any period other than annual, any Current Reports on Form 8-K and any registration statements or amendments filed pursuant to the 1933 Act, (ii) unless the following are either filed with the SEC through EDGAR or are otherwise widely disseminated via a recognized news release service (such as PR Newswire), on the same day as the release thereof, e-mail copies of all press releases issued by Voyager and (iii) unless the following are filed with the SEC through EDGAR, copies of any notices and other information made available or given to the stockholders of Voyager generally, contemporaneously with the making available or giving thereof to the stockholders.

(g) Listing. Concurrently with the completion of the deSPAC Transaction, PubCo shall secure the listing or designation for quotation (as the case may be) of all of the Securities to be listed upon each national securities exchange and automated quotation system, if any, upon which the PubCo Ordinary Shares are then listed or designated for quotation (as the case may be) (subject to official notice of issuance) and shall maintain such listing or designation for quotation (as the case may be) of all Securities from time to time issuable under the terms of the Transaction Documents on such national securities exchange or automated quotation system. PubCo shall maintain the PubCo Ordinary Shares’ listing or authorization for quotation (as the case may be) on Nasdaq, The New York Stock Exchange, the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market or the Nasdaq Global Select Market (each, an “Eligible Market”). Neither PubCo nor any of its Subsidiaries shall take any action which could be reasonably expected to result in the delisting or suspension of the PubCo Ordinary Shares on an Eligible Market. PubCo shall pay all fees and expenses in connection with satisfying its obligations under this Section 6(g).

(h) Fees. PubCo shall pay for the reasonable and documented due diligence and legal fees and expenses incurred by the Buyers in connection with the structuring, documentation, negotiation, and closing of the transactions contemplated by the Transaction Documents (and the enforcement thereof by the Buyers), including, without limitation, all consultant fees, all reasonable legal fees and disbursements of Latham & Watkins LLP, counsel to the Buyers, and due diligence and regulatory filings in connection therewith, and all legal fees and expenses of the Buyers and the Collateral Agent in connection with implementing and perfecting security interests (the “Transaction Expenses”) and such Transaction Expenses, to the extent they have not already been paid to the Buyer, may be withheld by the Buyers from its Securities Purchase Price at the Closing. PubCo shall be responsible for the payment of any placement agent’s fees, financial advisory fees, transfer agent fees, The Depository Trust Company (“DTC”) fees or broker’s commissions (other than for Persons engaged by any Buyer) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, reasonable attorneys’ fees and reasonable and documented out-of-pocket expenses) arising in connection with any claim relating to any such payment. Except as otherwise set forth in the Transaction Documents, each party to this Agreement shall bear its own expenses in connection with the sale of the Securities to the Buyers.

(i) Pledge of Securities. Notwithstanding anything to the contrary contained in this Agreement, the Company, PubCo and Voyager each acknowledges and agrees that the Securities may be pledged by a Buyer in connection with a bona fide margin agreement or other loan or financing arrangement that is secured by the Securities. The pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no Buyer effecting a pledge of Securities shall be required to provide the Company, PubCo or Voyager with any notice thereof or otherwise make any delivery to the Company, PubCo or Voyager pursuant to this Agreement or any other Transaction Document including, without limitation, Section 2(g) hereof; provided that a Buyer and its pledgee shall be required to comply with the provisions of Section 2(g) hereof in order to effect a sale, transfer or assignment of Securities to such pledgee. The Company, PubCo and Voyager each hereby agrees to execute and deliver such documentation as a pledgee of the Securities may reasonably request in connection with a pledge of the Securities to such pledgee by a Buyer.

(j) Disclosure of Transactions and Other Material Information.

(i) Disclosure of Transaction. No later than 9:30 a.m., New York time, within two (2) Business Days following the date of this Agreement, Voyager shall issue a press release (the “Press Release”) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents. No later than 5:30 p.m., New York time, on the fourth (4^th) Business Day after the date of this Agreement, Voyager shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (the “8-K Filing”). From and after the issuance of the Press Release and the earlier to occur of (A) the announcement of the completion or abandonment of the deSPAC Transaction, and (B) the date on which Voyager ceases to be a reporting company under the 1934 Act, PubCo and Voyager shall have disclosed all material, non-public information (if any) concerning the Company, PubCo or Voyager, provided to any of the Buyers by the Company or any of its Subsidiaries, PubCo or any of its Subsidiaries, or Voyager, respectively, or any of their respective officers, directors, employees or agents. In addition, effective upon the issuance of the Press Release and the earlier to occur of (A) the announcement of the completion or abandonment of the deSPAC Transaction, and (B) the date on which Voyager ceases to be a reporting company under the 1934 Act, the Company, PubCo and Voyager each acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company or any of its Subsidiaries, PubCo or any of its Subsidiaries, Voyager, or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall have terminated and none of the Buyers have been subject to any such obligation since the issuance of such Press Release. For the avoidance of doubt, following the issuance of the Press Release the sole material non-public information that the Buyers shall be in possession of regarding the Company, PubCo or Voyager or any of their respective Subsidiaries is information regarding the expected timing of the completion of the deSPAC Transaction.

(ii) Limitations on Disclosure. Other than as required under the Transaction Documents (but subject to any other disclosure obligations of the Company, PubCo or Voyager with respect thereto), none of the Company, PubCo or Voyager shall, and the Company, PubCo and Voyager shall each cause each of its respective Subsidiaries and each of its and their respective officers, directors, employees and agents not to, provide any Buyer with any material, non-public information regarding the Company or any of its Subsidiaries, PubCo or any of its Subsidiaries, or Voyager, from and after the date hereof unless prior thereto such Buyer shall have consented in writing to the receipt of such information and agreed with the Company, PubCo or Voyager, as applicable, to keep such information confidential. If any material, non-public information is required to be provided by the Company or any of its Subsidiaries, by PubCo or any of its Subsidiaries, or Voyager, to any Buyer pursuant to the Transaction Documents, the Company, PubCo, or Voyager, as applicable, shall obtain each Buyer’s prior written consent prior to providing such information to such Buyer, and if any Buyer fails to provide such written consent, the Company, PubCo or Voyager, as applicable, shall not be deemed to be in breach of any of the Transaction Documents as a result of the failure to provide such information. To the extent that the Company, PubCo or Voyager delivers any material, non-public information to a Buyer without such Buyer’s prior written consent in breach of the foregoing sentence, the Company, PubCo or Voyager, as applicable, hereby covenants and agrees that such Buyer shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information, provided that the Buyer shall remain subject to applicable law. Without the prior written consent of the applicable Buyer (which may be granted or withheld in such Buyer’s sole discretion), none of the Company, PubCo or Voyager shall (and shall cause each of its Subsidiaries and affiliates to not) submit for publication or otherwise cause or seek to publish any information naming any Buyer or disclose the name of such Buyer in any filing, announcement, release or otherwise; provided that, nothing in the foregoing shall be construed to prohibit the Company, PubCo or Voyager from making any submission or filing (i) which it is required to make by applicable law or pursuant to judicial process, (ii) as required by federal securities law in connection with the filing of final Transaction Documents with the SEC or as contemplated by this Agreement, or (iii) to the extent such disclosure is required by law or regulations of Nasdaq; provided further, that (A) such filing or submission shall contain only such information as is necessary to comply with applicable law or judicial process and (B) unless specifically prohibited by applicable law or court order, the Company, PubCo or Voyager, as applicable, shall promptly notify the Buyers of the requirement to make such submission or filing and provide the Buyers with a copy thereof, except in the 8-K Filing and as otherwise may be required by applicable law or regulations. Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company, PubCo and Voyager each expressly acknowledges and agrees that no Buyer shall have (unless expressly agreed to by a particular Buyer after the date hereof in a written definitive and binding agreement executed by the Company, PubCo or Voyager, as applicable, and such particular Buyer (it being understood and agreed that no Buyer may bind any other Buyer with respect thereto)), any duty of confidentiality with respect to, or a duty not to trade in the securities of the Company, PubCo or Voyager, as applicable, on the basis of, any material, non-public information regarding the Company or any of its Subsidiaries, PubCo or any of its Subsidiaries, or Voyager, as applicable.

(k) Additional Issuance of Securities.

(i) [Reserved.]

(ii) The Company and each Subsidiary shall be prohibited from effecting, entering into, or being party to, an agreement directly or indirectly to effect a Company Variable Rate Transaction until, following the Closing, no Notes or Warrants remain outstanding. “Company Variable Rate Transaction” means a transaction in which the Company or any Subsidiary (A) issues or sells any Company Convertible Securities either (i) at a conversion, exercise or exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for the PubCo Ordinary Shares in the Company or any of its Subsidiaries, at any time after the initial issuance of such Company Convertible Securities, or (ii) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such Company Convertible Securities or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Company’s equity securities, other than pursuant to customary adjustments for stock splits, stock dividends, stock combinations, recapitalizations and similar events or (B) enters into any agreement (including, without limitation, an equity line of credit) whereby the Company or any Subsidiary may sell securities at a future determined price (other than standard and customary “preemptive” or “participation” rights).

(iii) Each Buyer shall be entitled to obtain injunctive relief against the Company and its Subsidiaries to preclude any issuance prohibited by this Section 6(k), which remedy shall be in addition to any right to collect damages.

(l) Additional Issuance of PubCo Securities.

(i) [Reserved.]

(ii) PubCo and each Subsidiary shall be prohibited from effecting, entering into, or being party to, an agreement directly or indirectly to effect a PubCo Variable Rate Transaction until, following the Closing, no Notes or Warrants remain outstanding. “PubCo Variable Rate Transaction” means a transaction, other than the ELOC Financing and the Fee Modification Agreement, in which PubCo or any Subsidiary (A) issues or sells any PubCo Convertible Securities either (i) at a conversion, exercise or exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for the PubCo Ordinary Shares at any time after the initial issuance of such PubCo Convertible Securities, or (ii) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such PubCo Convertible Securities or upon the occurrence of specified or contingent events directly or indirectly related to the business of PubCo or the market for the PubCo Ordinary Shares, other than pursuant to customary adjustments for stock splits, stock dividends, stock combinations, recapitalizations and similar events or (B) enters into any agreement (including, without limitation, an equity line of credit) whereby PubCo or any Subsidiary may sell securities at a future determined price (other than standard and customary “preemptive” or “participation” rights), provided, however, that such prohibition shall not apply to any agreement that constitutes an “at-the-market” offering within the meaning of Rule 415(a)(4) of the 1933 Act.

(iii) So long as any Notes remain outstanding, PubCo will not, without the prior written consent of the Required Holders (as defined below), issue any Notes (other than to the Buyers as contemplated hereby) and PubCo shall not issue any other securities that would cause a breach or default under the Notes.

(iv) Each Buyer shall be entitled to obtain injunctive relief against PubCo and its Subsidiaries to preclude any issuance prohibited by this Section 6(l), which remedy shall be in addition to any right to collect damages.

(m) Issuance of Voyager Securities.

(i) [Reserved.]

(ii) Other than the ELOC Financing and Fee Modification Agreement, Voyager shall be prohibited from effecting, entering into, or being party to, an agreement directly or indirectly to effect a Voyager Variable Rate Transaction. “Voyager Variable Rate Transaction” means a transaction in which Voyager (A) issues or sells any Voyager Convertible Securities either (i) at a conversion, exercise or exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for the Voyager Ordinary Shares at any time after the initial issuance of such Voyager Convertible Securities, or (ii) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such Voyager Convertible Securities or upon the occurrence of specified or contingent events directly or indirectly related to the business of Voyager or the market for the Voyager Ordinary Shares, other than pursuant to customary adjustments for stock splits, stock dividends, stock combinations, recapitalizations and similar events or (B) enters into any agreement (including, without limitation, an equity line of credit) whereby Voyager may sell securities at a future determined price (other than standard and customary “preemptive” or “participation” rights), provided, however, that such prohibition shall not apply to any agreement that constitutes an “at-the-market” offering within the meaning of Rule 415(a)(4) of the 1933 Act.

(iii) Each Buyer shall be entitled to obtain injunctive relief against Voyager, PubCo and their respective Subsidiaries to preclude any issuance prohibited by this Section 6(m), which remedy shall be in addition to any right to collect damages.

(n) Compliance with Laws. None of the Company or any of its Subsidiaries, PubCo or any of its Subsidiaries, nor Voyager, shall violate any law, ordinance or regulation of any Governmental Entity, except where such violations would not reasonably be expected to result, either individually or in the aggregate, in a Company Material Adverse Effect, a PubCo Material Adverse Effect, or a Voyager Material Adverse Effect, as applicable.

(o) Passive Foreign Investment Company. Each of the Company, PubCo and Voyager shall conduct its business, and shall cause its Subsidiaries to conduct their respective businesses, in such a manner as will ensure that each of the Company, PubCo and Voyager will not be deemed to constitute a passive foreign investment company within the meaning of Section 1297 of the Code.

(p) Restriction on Redemption and Cash Dividends. So long as any of the Notes are outstanding, except as otherwise permitted under the Notes, PubCo shall not, directly or indirectly, redeem, or declare or pay any cash dividend or distribution on, any securities of PubCo without the prior express written consent of the Required Holders (other than as required by the Notes or as required by the terms thereof as in effect on the date hereof (which are set forth on Schedule 6(p) hereof)); provided, however, that such written consent shall not be required for any repurchases, forfeitures, withholdings or transfers of securities pursuant to a net exercise of a PubCo Convertible Security to cover the payment of the exercise prices or the payment of withholding of taxes associated with the exercise or vesting of equity awards under any equity compensation plan of PubCo.

(q) Legal Existence. So long as any Notes or Warrants remain outstanding, PubCo shall not be party to any Fundamental Change (as defined in the Notes) or a Fundamental Transaction (as defined in the Warrants) unless PubCo is in compliance with the applicable provisions governing Fundamental Changes set forth in the Notes and Fundamental Transaction set forth in the Warrants, as applicable.

(r) Conversion Procedures. The terms of the Notes and the terms of the Warrants set forth the totality of the procedures required of the Buyers in order to receive PubCo Ordinary Shares or Warrant Shares, as applicable, pursuant to the Notes or Warrants. Except as set forth in Sections 7(c) and 7(d), no additional legal opinion, other information or instructions shall be required of the Buyers to receive PubCo Ordinary Shares or Warrant Shares, as applicable pursuant to the Notes or Warrants. PubCo shall honor an election by a Buyer to receive PubCo Ordinary Shares pursuant to the Notes or by exercise of the Warrants, as applicable, and shall deliver the Underlying Shares, as applicable, in accordance with the terms, conditions and time periods set forth in the Notes or Warrants, as applicable. Except as explicitly set forth in the Notes or Warrants, no legal opinion, information or instructions shall be required of the Buyers to receive Underlying Shares, as applicable, pursuant to the Notes or Warrants, as applicable.

(s) Regulation M. PubCo will not take any action prohibited by Regulation M under the 1934 Act, in connection with the distribution of the Securities contemplated hereby.

(t) General Solicitation. None of the Company, PubCo, Voyager, any of their respective affiliates (as defined in Rule 501(b) under the 1933 Act) or any person acting on behalf of the Company, PubCo, Voyager or any such affiliate will solicit any offer to buy or offer to sell the Securities by means of any form of general solicitation or general advertising within the meaning of Regulation D, including: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar medium or broadcast over television or radio; and (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.

(u) Integration. None of the Company, PubCo, Voyager any of their respective affiliates (as defined in Rule 501(b) under the 1933 Act), or any person acting on behalf of the Company, PubCo, Voyager or any such affiliate will sell, offer for sale, or solicit offers to buy or otherwise negotiate in respect of any security (as defined in the 1933 Act) which will be integrated with the sale of the Securities in a manner which would require the registration of the Securities under the 1933 Act or (assuming the completion of the deSPAC Transaction) require stockholder approval under the rules and regulations of Nasdaq and the Company, PubCo and Voyager will each take all action that is appropriate or necessary to assure that its offerings of other securities will not be integrated for purposes of the 1933 Act or (other than with respect to the deSPAC Transaction) the rules and regulations of Nasdaq, with the issuance of Securities contemplated hereby.

(v) [Reserved.]

(w) Rule 144. PubCo shall cause the Securities to be eligible to be offered, sold or otherwise transferred by the Buyers pursuant to Rule 144 under the 1933 Act, without any requirements as to volume, manner of sale, availability of current public information (whether or not then satisfied) or notice under the 1933 Act and without any requirement for registration under any state securities or “blue sky” law, on and after the date that is six (6) months following the Closing Date with respect to the Securities and the Underlying Shares with respect thereto.

(x) Share Reserve. Following the completion of the deSPAC Transaction, so long as any of the Notes or Warrants remain outstanding, PubCo shall at all times have reserved from its conditional capital (i) prior to the date that the Conditional Capital Amendment is registered in the commercial register of Switzerland (the “Conditional Capital Amendment Effective Date”), a number of PubCo Ordinary Shares reserved solely for issuance of Underlying Shares pursuant to the Warrants equal to not less than one hundred percent (100%) of the maximum number of PubCo Ordinary Shares exercisable pursuant to the Warrants (which such reservation shall be for the sole benefit of and exclusive availability for the Buyers) and (ii) on and after the Conditional Capital Amendment Effective Date, (x) a number of PubCo Ordinary Shares reserved solely for issuance of Underlying Shares pursuant to the Warrants equal to not less than five million five hundred thousand (5,500,000) PubCo Ordinary Shares, provided that in no event shall the number of PubCo Ordinary Shares reserved solely for issuance of Underlying Shares pursuant to the Warrants be less than one hundred percent (100%) of the maximum number of PubCo Ordinary Shares exercisable pursuant to the Warrants (the “Post-Amendment Warrant Share Reserve”) and (y) a number of PubCo Ordinary Shares reserved solely for issuance of Underlying Shares pursuant to the Notes equal to not less than two hundred percent (200%) of a fraction, the numerator of which shall be the then outstanding aggregate Principal Amount (as defined in the Notes) with respect to the Notes, and the denominator of which shall be the Market Share Payment Price (as defined in the Notes) (collectively with the Post-Amendment Warrant Share Reserve, the “Required Reserve Amount”); provided that at no time shall the number of PubCo Ordinary Shares reserved pursuant to this Section 6(x) be reduced other than in connection with any stock combination, reverse stock split or other similar transaction. The amounts set forth in the definition of Required Reserve Amount (including, without limitation, each increase in the number of shares so reserved) shall be allocated pro rata among the holders of the Notes, and Warrants based on the number of PubCo Ordinary Shares issuable pursuant to the Notes and Warrants (without regard to any limitations on exercise) (collectively, the “Authorized Share Allocation”). If (A) at any time the number of PubCo Ordinary Shares reserved for issuance is not sufficient to meet the Required Reserve Amount or (B) the Required Holders provide a written request to PubCo to increase the Post-Amendment Warrant Share Reserve, PubCo will promptly take all corporate action necessary to reserve a sufficient number of shares, including, without limitation, calling a special meeting of stockholders to authorize additional shares to meet PubCo’s obligations pursuant to the Transaction Documents (including, for the avoidance of doubt, increasing the Post-Amendment Warrant Share Reserve pursuant to the Required Holders’ written request thereof), in the case of an insufficient number of reserved shares, obtain stockholder approval (if required) of an increase in such number of shares, and voting the management shares of PubCo in favor of an increase in the shares of PubCo to ensure that the number of reserved shares is sufficient to meet the Required Reserve Amount or Post-Amendment Warrant Share Reserve requested by the Required Holders, as applicable. In the event that a holder shall sell or otherwise transfer any of such holder’s Notes or Warrants, each transferee shall be allocated a pro rata portion of such holder’s Authorized Share Allocation. Any PubCo Ordinary Shares reserved and allocated to any Person which ceases to hold any Notes or Warrants shall be allocated to the remaining holders of the Notes and Warrants, pro rata based on the number of PubCo Ordinary Shares issuable pursuant to the Notes and Warrants then held by such holders thereof (without regard to any limitations on conversion).

(y) Registration Rights. Commencing upon completion of the deSPAC Transaction, PubCo shall:

(i) file a registration statement with the SEC as soon as practicable but in no event later than thirty (30) days after the Closing Date with respect to the PubCo Securities (the “Filing Date”) to register for resale at least 11,000,000 Underlying Shares (the “Registrable Shares”) on Form F-1 or Form F-3 under the 1933 Act (providing for shelf registration of such Registrable Shares under SEC Rule 415) (such registration statement, including any preliminary prospectus, final prospectus, exhibit or amendment included in or relating to such registration statement being the “Resale Registration Statement”);

(ii) use its commercially reasonable efforts to cause such Resale Registration Statement to be declared effective as soon as practicable and in any event within thirty (30) days of the filing thereof (or, in the event the staff of the SEC (the “Staff”) reviews and has written comments to such Resale Registration Statement, within sixty (60) days of the filing thereof) (the “Effectiveness Deadline”), such efforts to include, without limiting the generality of the foregoing, preparing and filing with the SEC any financial statements or other information that is required to be filed prior to the effectiveness of such Resale Registration Statement. Notwithstanding the foregoing, if the Amendments are not approved prior to the Effectiveness Deadline then (i) the number of Registrable Shares that shall be required to be registered on the Resale Registration Statement as of the Effectiveness Deadline shall instead be the maximum number of Registrable Shares that can be registered on the Resale Registration Statement as of the Effectiveness Deadline without giving effect to the Amendments (and which in no event shall be less than 2,391,305 PubCo Ordinary Shares) and (ii) PubCo shall file a post-effective amendment to the Resale Registration Statement as promptly as practicable after the approval of the Amendments and the effectiveness of the Resale Registration Statement to register all Registrable Shares that were not registered pursuant to the Resale Registration Statement filed pursuant to the immediately preceding clause (i), and cause such post-effective amendment to be declared effective within ten (10) Business Days after the filing of such post-effective amendment to the Resale Registration Statement, and the failure by PubCo to have such post-effective amendment be declared effective by such date shall constitute an Effectiveness Failure for purposes of Section 6(y)(xiii);

(iii) not less than two (2) Trading Days (as defined in the Notes) prior to the filing of such Resale Registration Statement or any related prospectus or any amendment or supplement thereto, furnish via e-mail to the Buyers copies of all such documents proposed to be filed, which documents (other than any document that is incorporated or deemed to be incorporated by reference therein) will be subject to the review of the Buyers. PubCo shall reflect in each such document when so filed with the SEC such comments regarding the Buyers and the plan of distribution as the Buyers may reasonably and promptly propose no later than two (2) Trading Days after the Buyers have been so furnished with copies of such documents as aforesaid;

(iv) promptly prepare and file with the SEC such amendments and supplements to such Resale Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Resale Registration Statement continuously effective and free from any material misstatement or omission to state a material fact therein until termination of such obligation as provided in Section 6(bb) below, subject to PubCo’s right to suspend pursuant to Section 6(aa) below;

(v) if, at any time while any Warrants are outstanding after the Amendments are approved the number of Warrant Shares issuable pursuant to the Warrants is greater than the number of Warrant Shares registered for resale pursuant to the Resale Registration Statement (an “Adjustment Event”), then PubCo shall, within five (5) Business Days following such Adjustment Event, file a post-effective amendment to the Resale Registration Statement (or, if applicable, a new registration statement on Form F-1 or Form F-3 under the 1933 Act) to register the additional Underlying Shares issuable as a result of such Adjustment Event (an “Adjustment Registration Filing”), and use its commercially reasonable efforts to cause such Adjustment Registration Filing to be declared effective as soon as practicable and in any event within thirty (30) days of the filing thereof (or, in the event the Staff reviews and has written comments to such Adjustment Registration Filing, within sixty (60) days of the filing thereof) (the “Adjustment Effectiveness Deadline”). Any new registration statement filed pursuant to this Section 6(y)(v) shall, upon filing, be deemed a “Resale Registration Statement” for all purposes of this Section 6(y) (including, without limitation, for purposes of Section 6(y)(xiii)) and Section 6(z), and references herein to the “Resale Registration Statement” shall be deemed to include such new registration statement. Without limiting the foregoing, the failure of PubCo to file an Adjustment Registration Filing within five (5) Business Days following an Adjustment Event, or the failure of an Adjustment Registration Filing to be declared effective by the SEC on or before the applicable Adjustment Effectiveness Deadline, shall constitute an Effectiveness Failure for purposes of Section 6(y)(xiii);

(vi) furnish to the Buyers such number of copies of prospectuses in conformity with the requirements of the 1933 Act and such other documents as the Buyers may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Registrable Shares by the Buyers;

(vii) file such documents as may be required of PubCo for normal securities law clearance for the resale of the Registrable Shares in such states of the United States as may be reasonably requested by the Buyers and use its commercially reasonable efforts to maintain such blue sky qualifications during the period PubCo is required to maintain effectiveness of such Resale Registration Statement; provided, however, that PubCo shall not be required in connection with this Section 6(y)(vii) to qualify as a foreign corporation or execute a general consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented;

(viii) upon notification by the SEC that the Resale Registration Statement will not be reviewed or is not subject to further review by the SEC, PubCo shall within one (1) Trading Day following the date of such notification, request acceleration of such Resale Registration Statement (with the requested effectiveness date to be not more than two (2) Trading Days later);

(ix) upon notification by the SEC that the Resale Registration Statement has been declared effective by the SEC, PubCo shall file the final prospectus under Rule 424 of the 1933 Act (“Rule 424”) within the applicable time period prescribed by Rule 424;

(x) advise the Buyers promptly (and in any event within two (2) Trading Days thereof):

(A) of the effectiveness of the Resale Registration Statement or any post-effective amendments thereto;

(B) of any request by the SEC for amendments to the Resale Registration Statement or amendments to the prospectus or for additional information relating thereto;

(C) of the issuance by the SEC of any stop order suspending the effectiveness of the Resale Registration Statement under the 1933 Act or of the suspension by any state securities commission of the qualification of the Registrable Shares for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes; and

(D) of the existence of any fact and the happening of any event that makes any statement of a material fact made in the Resale Registration Statement, the prospectus and amendment or supplement thereto, or any document incorporated by reference therein, untrue, or that requires the making of any additions to or changes in the Resale Registration Statement or the prospectus in order to make the statements therein not misleading;

(xi) cause all Registrable Shares to be listed on each securities exchange, if any, on which equity securities issued by PubCo are then listed; and

(xii) bear all expenses in connection with the procedures in paragraphs (i) through (xi) of this Section 6(y) and the registration of the Registrable Shares on such Resale Registration Statement and the satisfaction of the blue sky laws of such states.

(xiii) Effect of Failure to File and Obtain and Maintain Effectiveness of the Resale Registration Statement. If (i) the Resale Registration Statement covering the resale of all of the Registrable Shares required to be covered thereby and required to be filed by PubCo pursuant to this Section 6(y) is (A) not filed with the SEC on or before the Filing Date (a “Filing Failure”) or (B) not declared effective by the SEC on or before the Effectiveness Deadline (an “Effectiveness Failure”), (ii) other than during a suspension permitted under Section 6(aa), on any day after the effective date of the Resale Registration Statement sales of all of the Registrable Shares required to be included on such Resale Registration Statement cannot be made pursuant to such Resale Registration Statement (including, without limitation, because of a failure to keep such Resale Registration Statement effective, a failure to disclose such information as is necessary for sales to be made pursuant to such Resale Registration Statement, a suspension or delisting of (or a failure to timely list) the PubCo Ordinary Shares on an Eligible Market, or a failure to register a sufficient number of PubCo Ordinary Shares or by reason of a stop order) or the prospectus contained therein is not available for use for any reason (a “Maintenance Failure”), or (iii) if a Resale Registration Statement is not effective for any reason or the prospectus contained therein is not available for use for any reason, and either (x) PubCo fails for any reason to satisfy the requirements of Rule 144(c)(1), including, without limitation, the failure to satisfy the current public information requirement under Rule 144(c) or (y) PubCo has ever been an issuer described in Rule 144(i)(1)(i) or becomes such an issuer in the future, and PubCo shall fail to satisfy any condition set forth in Rule 144(i)(2) (a “Current Public Information Failure”) as a result of which any of the Buyers are unable to sell Registrable Shares without restriction under Rule 144 (including, without limitation, volume restrictions), then, as partial relief for the damages to any holder by reason of any such delay in, or reduction of, its ability to sell the underlying shares (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation, specific performance), PubCo shall pay to each Buyer on each Registration Delay Payment Date (as defined below) an amount in cash equal to two percent (2%) of the sum of (A) the principal amount of such Buyer’s Note outstanding as of such Registration Delay Payment Date and (B) the product of the Warrant Shares underlying such Buyer’s Warrant as of the Trading Day (as defined in the Warrants) immediately preceding the Registration Delay Payment Date and the Daily VWAP (as defined in the Notes) on such date. A “Registration Delay Payment Date” is (1) the date of such Filing Failure, Effectiveness Failure, Maintenance Failure or Current Public Information Failure, as applicable, and (2) every thirty (30) day anniversary of (I) a Filing Failure until such Filing Failure is cured; (II) an Effectiveness Failure until such Effectiveness Failure is cured; (III) a Maintenance Failure until such Maintenance Failure is cured; and (IV) a Current Public Information Failure until the earlier of (i) the date such Current Public Information Failure is cured and (ii) such time that such public information is no longer required pursuant to Rule 144 (in each case, prorated for periods totaling less than thirty (30) days). The payments to which a Buyer shall be entitled pursuant to this Section 6(y)(xiii) are referred to herein as “Registration Delay Payments.” Following the initial Registration Delay Payment for any particular event or failure, without limiting the foregoing, if an event or failure giving rise to the Registration Delay Payments is cured prior to any thirty (30) day anniversary of such event or failure, then the Registration Delay Payment Date for such Registration Delay Payment shall be deemed to be the third (3rd) Business Day after such cure. Notwithstanding the foregoing, no Registration Delay Payments shall be owed to a Buyer (other than with respect to a Maintenance Failure resulting from a suspension or delisting of (or a failure to timely list) the PubCo Ordinary Shares on an Eligible Market) with respect to any period during which all of such Buyer’s Registrable Shares may be sold by such Buyer without restriction under Rule 144 (including, without limitation, volume restrictions) and without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable).

(z) Registration Rights Indemnification.

(i) PubCo agrees to indemnify and hold harmless the Buyers and their respective affiliates, partners, members, officers, directors, agents, brokers and representatives, and each person, if any, who controls a Buyer within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (each, a “Purchaser Party” and collectively the “Purchaser Parties”), to the fullest extent permitted by applicable law, from and against any losses, claims, damages or liabilities (collectively, “Losses”) to which they may become subject (under the 1933 Act or otherwise) insofar as such Losses (or actions or proceedings in respect thereof) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Resale Registration Statement or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading or arise out of any failure by PubCo to fulfill any undertaking included in the Resale Registration Statement and PubCo will, as incurred, reimburse the Purchaser Parties for any legal or other expenses reasonably incurred in investigating, defending or preparing to defend any such action, proceeding or claim; provided, however, that PubCo shall not be liable in any such case to the extent that such Loss arises out of, or is based upon an untrue statement or omission or alleged untrue statement or omission made in the Resale Registration Statement in reliance upon and in conformity with written information furnished to PubCo by or on behalf of the Buyers specifically for use in preparation of the Resale Registration Statement.

(ii) The Buyers agree to indemnify and hold harmless PubCo and its officers, directors, affiliates, agents, brokers and representatives and each person, if any, who controls PubCo within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (each a “PubCo Party” and collectively the “PubCo Parties”), to the fullest extent permitted by applicable law, from and against any Losses to which the PubCo Parties may become subject (under the 1933 Act or otherwise), insofar as such Losses (or actions or proceedings in respect thereof) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Resale Registration Statement (or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading in each case, on the effective date thereof), if, and only to the extent, such untrue statement or omission or alleged untrue statement or omission was made in reliance upon and in conformity with written information furnished by or on behalf of the Buyers specifically for use in preparation of the Resale Registration Statement, and the Buyers will, as incurred, reimburse each PubCo Party for any legal or other expenses reasonably incurred in investigating, defending or preparing to defend any such action, proceeding or claim; provided, however, that in no event shall any indemnity under this Section 6(z) be greater in amount than the dollar amount of the net proceeds received by the Buyers upon their sale of Registrable Shares included in the Resale Registration Statement giving rise to such indemnification obligation.

(iii) Promptly after receipt by any indemnified person of a notice of a claim or the beginning of any action in respect of which indemnity is to be sought against an indemnifying person pursuant to this Section 6(z), such indemnified person shall notify the indemnifying person in writing of such claim or of the commencement of such action, and, subject to the provisions hereinafter stated, in case any such action shall be brought against an indemnified person and such indemnifying person shall have been notified thereof, such indemnifying person shall be entitled to participate therein, and, to the extent that it shall wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified person. After notice from the indemnifying person to such indemnified person of its election to assume the defense thereof, such indemnifying person shall not be liable to such indemnified person for any legal expenses subsequently incurred by such indemnified person in connection with the defense thereof; provided, however, that if there exists or shall exist a conflict of interest that would make it inappropriate in the reasonable judgment of the indemnified person for the same counsel to represent both the indemnified person and such indemnifying person or any affiliate or associate thereof, the indemnified person shall be entitled to retain its own counsel at the expense of such indemnifying person. The indemnifying party shall not settle an action without the consent of the indemnified party, which consent shall not be unreasonably withheld.

(iv) If after proper notice of a claim or the commencement of any action against the indemnified party, the indemnifying party does not choose to participate, then the indemnified party shall assume the defense thereof and upon written notice by the indemnified party requesting advance payment of a stated amount for its reasonable defense costs and expenses, the indemnifying party shall advance payment for such reasonable defense costs and expenses (the “Advance Indemnification Payment”) to the indemnified party. In the event that the indemnified party’s actual defense costs and expenses exceed the amount of the Advance Indemnification Payment, then upon written request by the indemnified party, the indemnifying party shall reimburse the indemnified party for such difference; in the event that the Advance Indemnification Payment exceeds the indemnified party’s actual costs and expenses, the indemnified party shall promptly remit payment of such difference to the indemnifying party.

(v) If the indemnification provided for in this Section 6(z) is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any losses, claims, damages or liabilities referred to herein, the indemnifying party, in lieu of indemnifying such indemnified party thereunder, shall to the extent permitted by applicable law contribute to the amount paid or payable by such indemnified party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the other, as well as any other relevant equitable considerations; provided, that in no event shall any contribution by an indemnifying party hereunder be greater in amount than the dollar amount of the proceeds received by such indemnifying party upon the sale of such Registrable Shares.

(aa) Suspensions. The Buyers acknowledge that there may be times when PubCo must suspend the use of the prospectus forming a part of the Resale Registration Statement until such time as an amendment to such Resale Registration Statement has been filed by PubCo and declared effective by the SEC, or until such time as PubCo has filed an appropriate report with the SEC pursuant to the 1934 Act. The Buyers hereby covenant that they will not sell any Registrable Shares pursuant to said prospectus during the period commencing at the time at which PubCo gives the Buyers notice of the suspension of the use of said prospectus and ending at the time PubCo gives the Buyers notice that the Buyers may thereafter effect sales pursuant to said prospectus; provided, that such suspension periods shall in no event exceed thirty (30) days in any twelve (12)-month period and that, in the good faith judgment of the Board of Directors of PubCo, PubCo would, in the absence of such delay or suspension hereunder, be required under state or federal securities laws to disclose any corporate development, a potentially significant transaction or event involving PubCo, or any negotiations, discussions, or proposals directly relating thereto, in either case the disclosure of which would reasonably be expected to have a PubCo Material Adverse Effect upon PubCo or its stockholders.

(bb) Termination of Registration Rights. The obligations of PubCo pursuant to Section 6(y) hereof shall cease and terminate, with respect to any Registrable Shares, upon such time as such Registrable Shares have been resold in a transaction pursuant to which all restrictive legends were removed from such securities.

(cc) Not an Underwriter. Neither the Company, PubCo, Voyager nor any Subsidiary or affiliate thereof shall identify any Buyer as being an underwriter or potentially being an “underwriter” in any disclosure to, or filing with, the SEC, Nasdaq or any other Eligible Market. No Buyer shall be required to agree or admit that it is, or may be, acting as an “underwriter” in connection with the transactions contemplated hereby or agree to be named as an underwriter or as potentially being an underwriter in any public disclosure or filing with the SEC, Nasdaq or any other Eligible Market, nor shall any Buyer be required to make any representations to, or undertake any obligations to, the SEC in connection with any registration statement filed by the Company, PubCo or Voyager. Any Buyer being deemed an underwriter, or potentially to be an underwriter, by the SEC shall not relieve the Company, PubCo or Voyager of any obligations it has under this Agreement or any other Transaction Document.

(dd) Merger Agreement. Each of the Company, PubCo and Voyager hereby agrees not to alter, modify or amend the Merger Agreement or waive any rights thereunder without the prior written consent of the Required Holders.

(ee) Voting and Lock-Up Agreements.

(i) Except as set forth in Section 9(z), each of the Company, PubCo and Voyager shall, and shall cause its and their respective Subsidiaries to, not amend, modify or waive any provision of any of the Voting Agreements or Lock-Up Agreements, and shall, and shall cause its and their respective Subsidiaries to, enforce the provisions of each Voting Agreement and Lock-Up Agreement in accordance with its terms. If any party to a Voting Agreement or Lock-Up Agreement breaches any provision of a Voting Agreement or Lock-Up Agreement, each of the Company, PubCo and Voyager, as applicable, shall, and shall cause its and their respective Subsidiaries to, promptly use its or their best efforts to seek specific performance of the terms thereof, as applicable. In addition, none of the Company, PubCo or Voyager shall, nor shall any of them permit its or their respective Subsidiaries to, consent to any actions under the Lock-Up Agreements that would require the consent of the Company, PubCo, Voyager or any of their respective Subsidiaries.

(ii) Until the date that the Amendments are registered in the commercial register of Switzerland, the parties to the Voting Agreements shall collectively hold an aggregate of at least sixty six and sixty seven hundredths percent (66.67%) of the outstanding PubCo Ordinary Shares, and PubCo shall not take any action (including, for the avoidance of doubt, effecting any Equity Issuances (as defined in the Notes)) that would result in the parties to the Voting Agreements collectively holding an aggregate of less than sixty six and sixty seven hundredths percent (66.67%) of the outstanding PubCo Ordinary Shares.

(ff) Underwriter Compensation. The Company, Voyager and PubCo shall not, and shall cause each of their respective Subsidiaries not to, pay or otherwise deliver, directly or indirectly, Underwriter Compensation, other than (i) cash in an amount equal to or less than (x) at the Closing (as defined in the Fee Modification Agreement), five hundred thousand dollars ($500,000) and (y) on or after the one year anniversary of the Closing (as defined in the Fee Modification Agreement), five hundred thousand dollars ($500,000) and (ii) PubCo Ordinary Shares in an amount not to exceed in the aggregate seven million dollars ($7,000,000) in PubCo Ordinary Shares at a price per share calculated pursuant to the formula set forth in the Fee Modification Agreement.

(gg) Post-Closing Deliverables. Within seven (7) Business Days following the Closing Date, PubCo shall deliver to the Buyers a letter from the Transfer Agent certifying the number of PubCo Ordinary Shares outstanding after giving effect to all transactions contemplated by the Proxy Statement/Prospectus filed by Voyager Acquisition Corp. on February 19, 2026, including the redemptions and share issuances described therein.

(hh) Swiss 10 Non-Bank Rule and Swiss 20 Non-Bank Rule. PubCo shall be in compliance with the Swiss 10 Non-Bank Rule and the Swiss 20 Non-Bank Rule, if and as long as a violation of these rules results in Swiss Withholding Tax consequences for PubCo. For purposes of this Agreement, PubCo shall assume that the number of creditors not being a Swiss Qualifying Bank under the Purchased Notes is at all times ten (10).

(ii) Covered Patent Applications. The Company, or, following the completion of the deSPAC Transaction, PubCo, shall use its best efforts to cause each Covered Inventor (as defined below), within three (3) Business Days of the determination thereof, to execute a valid and enforceable agreement containing an irrevocable assignment to the Company or its Subsidiary, or, following the completion of the deSPAC Transaction, to PubCo or its Subsidiary, of all of their ownership and other rights therein, including to any invention, improvement or discovery, related to the Company Intellectual Property Rights related to the Covered Patent Applications (as defined below); provided, that in any event the Company or PubCo (as applicable) shall cause each such Covered Inventor to execute such agreement within ten (10) Business Days of the determination thereof. The “Covered Patent Applications” shall be the patent applications identified on Schedule 3(x) that were filed on March 16, 2026. The “Covered Inventors” shall mean any former or current employee, contractor or consultant of the Company that contributed to the creation or development of the Company Intellectual Property Rights related to the Covered Patent Applications.

7.	REGISTER; TRANSFER AGENT INSTRUCTIONS.

(a) Register. PubCo shall maintain at its principal executive offices (or such other office or agency of PubCo as it may designate by notice to each holder of Securities), a register for registration of the Securities in which PubCo shall record the name and address of the Person in whose name the Purchased Notes and Warrants have been issued (including the name and address of each transferee), the aggregate amount of the Notes and Warrants held by such Person and the number of Underlying Shares issuable pursuant to the terms of the Notes and Warrants held by such Person. PubCo shall keep such register open and available at all times during business hours for inspection of any Buyer or its legal representatives. This provision shall be construed such that the Securities are at all times maintained in “registered form” within the meanings of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code and any Treasury Regulations promulgated thereunder.

(b) Transfer Agent Instructions. PubCo shall issue irrevocable instructions to its transfer agent and any subsequent transfer agent (as applicable) (the “Transfer Agent”) in a form acceptable to each of the Buyers (the “Irrevocable Transfer Agent Instructions”) to credit shares, when issued, to each such Buyer’s (or its designee’s) account at DTC through its Deposit/Withdrawal At Custodian (“DWAC”) System, provided that the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program (“FAST”) and the shares are then eligible for transfer through the DWAC System, or, if the Transfer Agent is not participating in FAST or if the shares are not then eligible for transfer through the DWAC system, issue and dispatch by overnight courier to the address as specified in (x) the conversion or exercise notice of the Notes or Warrants or (y) the notice that PubCo is electing to issue PubCo Ordinary Shares pursuant to the terms of the Notes or that the Buyers are electing to receive PubCo Ordinary Shares pursuant to the Notes, a certificate, registered in the name of such Buyer or its designee, for the applicable number of Underlying Shares to which the Buyer is entitled, for the applicable Underlying Shares in such amounts as specified from time to time by PubCo or the Buyers, as the case may be, pursuant to the terms of the Notes or Warrants, as applicable. PubCo represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 7(b) will be given by PubCo to the Transfer Agent with respect to the Securities, and that the Securities shall otherwise be freely transferable on the books and records of PubCo, as applicable, to the extent provided in this Agreement and the other Transaction Documents. If a Buyer effects a sale, assignment or transfer of the Securities in accordance with Section 2(g), PubCo shall permit the transfer and shall promptly instruct the Transfer Agent to issue one or more certificates or credit shares to the applicable balance accounts at DTC in such name and in such denominations as specified by such Buyer to effect such sale, transfer or assignment. In the event that such sale, assignment or transfer involves Underlying Shares sold, assigned or transferred pursuant to an effective registration statement or in compliance with Rule 144, the Transfer Agent shall issue such Underlying Shares to such Buyer, assignee or transferee (as the case may be) without any restrictive legend in accordance with Section 7(d). PubCo acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to a Buyer. Accordingly, PubCo acknowledges that the remedy at law for a breach of its obligations under this Section 7(b) will be inadequate and agrees, in the event of a breach or threatened breach by PubCo of the provisions of this Section 7(b), that a Buyer shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. Any fees (with respect to the Transfer Agent, counsel to PubCo or otherwise) associated with the removal of any legends on any of the Securities shall be borne by PubCo.

(c) Legends. Each Buyer understands that the Securities have been issued (or will be issued in the case of the Note Shares and Warrant Shares) pursuant to an exemption from registration or qualification under the 1933 Act and applicable state securities laws, and except as set forth herein, the Securities shall bear any legend as required by the “blue sky” laws of any state and a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of such stock certificates in violation of the applicable legend):

Note Legend

Warrant Legend

THE SECURITIES REPRESENTED BY THIS WARRANT, AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL IN A FORM REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS.

Underlying Shares Legend

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

(d) Removal of Legends. Certificates evidencing the Securities shall not be required to contain the legend set forth in Section 7(c) or any other legend (i) while a registration statement covering the resale of such Securities is effective under the 1933 Act, (ii) following any sale of such Securities pursuant to Rule 144 (assuming the transferor is not an affiliate of PubCo), provided that a Buyer furnishes PubCo with reasonable assurances that such Securities are eligible for sale, assignment or transfer under Rule 144, which shall not include an opinion of Buyer’s counsel, (iii) if such Securities are eligible to be sold, assigned or transferred under Rule 144 free of the current public information reporting requirement contained in Rule 144(c)(1), (iv) in connection with a sale, assignment or other transfer (other than under Rule 144), provided that such Buyer provides PubCo with an opinion of counsel to such Buyer, in a generally acceptable form, to the effect that such sale, assignment or transfer of the Securities may be made without registration under the applicable provisions of the 1933 Act or (v) if such legend is not required under applicable requirements of the 1933 Act (including, without limitation, controlling judicial interpretations and pronouncements issued by the SEC). If a legend is not required pursuant to the foregoing, PubCo shall no later than one (1) Business Day (or such earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade initiated on the date such Buyer delivers such legended certificate representing such Securities to PubCo) following the delivery by a Buyer to PubCo or the Transfer Agent (with notice to PubCo, as applicable), as applicable, of a legended certificate representing such Securities (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer, if applicable), together with any other deliveries from such Buyer as may be reasonably required above in this Section 7(d) (such date, the “Legend Removal Date”), as directed by such Buyer, either: (A) provided that the Transfer Agent is participating in FAST, credit the applicable number of PubCo Ordinary Shares to which such Buyer shall be entitled to such Buyer’s or its designee’s balance account with DTC through its DWAC system or (B) if the Transfer Agent is not participating in FAST, issue and deliver (via reputable overnight courier) to such Buyer, a certificate representing such Securities that is free from all restrictive and other legends, registered in the name of such Buyer or its designee. PubCo shall be responsible for any transfer agent fees or DTC fees with respect to any issuance of Securities or the removal of any legends with respect to such Securities in accordance herewith and the Buyer shall not be required to deliver or cause to be delivered a legal opinion in connection with a sale of such Securities pursuant to Rule 144.

(e) If PubCo or the Transfer Agent, as applicable, fails to deliver the applicable PubCo Ordinary Shares to a Buyer or an applicable assignee or transferee (as the case may be) without any restrictive legend in accordance with Section 2(g), Section 7(b) or Section 7(d), then in addition to such Buyer’s other available remedies hereunder, PubCo shall pay to such Buyer, in cash, (1) as partial liquidated damages and not as a penalty, for each $1,000 of Underlying Shares (based on the Daily VWAP (as defined in the Notes) on the date that the Buyer delivered notice of its entitlement to such PubCo Ordinary Shares) for which PubCo or the Transfer Agent, as applicable, fails to deliver the applicable PubCo Ordinary Shares without any restrictive legend an amount equal to $10 per Trading Day (increasing to $20 per Trading Day five (5) Trading Days after such damages have begun to accrue) for each Trading Day after the Legend Removal Date until such undelivered PubCo Ordinary Shares are delivered without a legend; and (2) if PubCo is obligated to remove the restrictive legends pursuant to Section 7(d) but fails to (a) issue and deliver (or cause to be delivered) the applicable PubCo Ordinary Shares to a Buyer by the Legend Removal Date that are free from all restrictive and other legends and (b) if after the Legend Removal Date a Buyer purchases (in an open market transaction or otherwise) PubCo Ordinary Shares to deliver in settlement of a sale by the Buyer of all or any portion of the unlegended PubCo Ordinary Shares to which such Buyer was entitled to receive, or a sale of an amount of PubCo Ordinary Shares equal to all or any portion of the amount of unlegended PubCo Ordinary Shares, that the Buyer anticipated receiving from PubCo without any restrictive legend, then an amount equal to the excess of the Buyer’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the PubCo Ordinary Shares so purchased (including brokerage commissions and other out-of-pocket expenses, if any) over the product of (A) such number of unlegended PubCo Ordinary Shares that PubCo was required to deliver to the Buyer by the Legend Removal Date multiplied by (B) the price at which the sell order giving rise to such purchase obligation was executed. For avoidance of doubt, this Section 7(e) shall not be duplicative with any provisions in the Notes addressing any failure to deliver shares without restrictive legends.

(f) FAST Compliance. While any Notes or Warrants remain outstanding, PubCo shall maintain a transfer agent that participates in FAST.

8.	CONDITIONS TO PUBCo’s OBLIGATION TO SELL the purchased SECURITIES.

(a) The obligation of PubCo hereunder to issue and sell the Purchased Securities to each Buyer at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions, provided that these conditions are for PubCo’s sole benefit and may be waived by PubCo at any time in its sole discretion by providing each Buyer with prior written notice thereof:

(i) Such Buyer shall have executed each of the other Transaction Documents to which it is a party and delivered the same to PubCo.

(ii) Such Buyer and each other Buyer shall have delivered to PubCo the purchase price for the Purchased Securities being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with a Flow of Funds Letter with respect to the Purchased Securities to be purchased at the Closing.

(iii) The representations and warranties of such Buyer shall be true and correct in all material respects (except for such representations and warranties that are qualified by materiality or material adverse effect, which shall be true and correct in all respects) as of the date when made and as of the date of each the Closing as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to the date of the Closing.

9.	CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE the purchased SECURITIES.

The obligation of each Buyer hereunder to purchase its Purchased Securities at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing PubCo with prior written notice thereof:

(a) The Company, PubCo and each of their respective Subsidiaries (as the case may be) shall have duly executed and delivered to such Buyer each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to such Buyer the Purchased Securities set forth across from such Buyer’s name on the Schedule of Buyers at the Closing pursuant to this Agreement.

(b) Such Buyer shall have received the opinion of Duane Morris LLP, the Company’s U.S. counsel, Walder Wyss AG, PubCo’s counsel and Appleby (Cayman) Ltd., Voyager’s Cayman Islands counsel, dated as of the Closing Date, in the form acceptable to such Buyer.

(c) Such Buyer shall have received the opinion of Winston & Strawn LLP, Voyager’s U.S. counsel, dated as of the closing date of the deSPAC Transaction, in the form acceptable to such Buyer.

(d) PubCo shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, dated as of the Closing Date, in the form acceptable to such Buyer, which instructions shall have been delivered to and acknowledged in writing by the Transfer Agent.

(e) The Company shall have delivered to such Buyer a certified excerpt from the commercial register relating to the Company as of a date within ten (10) days of the Closing Date, along with a bring-down letter certifying the valid existence or, as applicable, good standing of the Company as of immediately prior to the completion of the deSPAC Transaction.

(f) PubCo shall have delivered to such Buyer a certified excerpt from the commercial register relating to PubCo and a certified extract from the commercial register of each of its Subsidiaries in each such entity’s jurisdiction of formation as of a date within ten (10) days of the Closing Date, along with a bring-down letter certifying the valid existence or, as applicable, good standing of PubCo and each of its Subsidiaries as of the Closing Date.

(g) The Company shall have delivered to such Buyer a certified copy of the Articles of Association of the Company as certified by the relevant authority in its jurisdiction as of a date within 10 days of the Closing Date.

(h) PubCo shall have delivered to such Buyer a certified copy of the Amended Articles of Association of PubCo that will go in effect upon completion of the deSPAC Transaction, as approved by the relevant authority in its jurisdiction.

(i) PubCo shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer, executed by the Secretary of PubCo and dated as of the Closing Date, as to (A) the resolutions consistent with Section 4(b) as adopted by the Board of Directors of PubCo or a duly authorized committee thereof in a form reasonably acceptable to such Buyer, (B) the Amended Articles of Association of PubCo, each as in effect at the Closing Date.

(j) Each and every representation and warranty of the Company shall be true and correct in all material respects (except for such representations and warranties that are qualified by materiality or material adverse effect, which shall be true and correct in all respects) as of the date when made and as of immediately prior to the completion of the de-SPAC Transaction as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, duly executed by the Chief Executive Officer or Chief Financial Officer of the Company, dated as of the date immediately prior to the completion of the de-SPAC Transaction, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form acceptable to such Buyer.

(k) Each and every representation and warranty of PubCo shall be true and correct in all material respects (except for such representations and warranties that are qualified by materiality or material adverse effect, which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date or event, which shall be true and correct as of such specific date or event) and PubCo shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by PubCo at or prior to the Closing Date. Such Buyer shall have received a certificate, duly executed by the Chief Executive Officer or Chief Financial Officer of PubCo, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form acceptable to such Buyer.

(l) Each and every representation and warranty of Voyager shall be true and correct in all material respects (except for such representations and warranties that are qualified by materiality or material adverse effect, which shall be true and correct in all respects) as of the date when made and Voyager shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by Voyager at or prior to the Closing Date.

(m) The PubCo Ordinary Shares (A) shall be designated for quotation or listed (as applicable) on the Nasdaq Global Market and (B) shall not have been suspended, as of the Closing Date, by the SEC or Nasdaq from trading on the Nasdaq Global Market nor shall suspension by the SEC or Nasdaq have been threatened, as of the Closing Date, either (1) in writing by the SEC or Nasdaq or (2) by falling below the minimum maintenance requirements of Nasdaq.

(n) PubCo shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the PubCo Securities, including without limitation, Nasdaq having raised no objection to any of the transactions contemplated by the Transaction Documents.

(o) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents.

(p) Since the date of execution of this Agreement, no event or series of events shall have occurred that would have or result in a Company Material Adverse Effect, PubCo Material Adverse Effect or Voyager Material Adverse Effect.

(q) PubCo shall have delivered the Control Agreements (as defined in the Notes), in form and substance reasonably satisfactory to the Collateral Agent, perfecting the Lien of the Collateral Agent in all deposit accounts and securities accounts of the Company.

(r) Such Buyer shall have received a letter on the letterhead of PubCo, duly executed by the Chief Executive Officer or Chief Financial Officer of PubCo, setting forth the wire amounts of each Buyer and the wire transfer instructions of PubCo (a “Flow of Funds Letter”) with respect to the Purchased Securities.

(s) PubCo shall have delivered to such Buyer the results of a recent lien, bankruptcy and judgment search in each relevant jurisdiction with respect to the Company, PubCo and Voyager and their respective Subsidiaries and such search shall reveal no Liens on any of the Pledged Collateral (as such term is defined in the Security Agreements) or other assets of the Company or PubCo and their respective Subsidiaries except, in the case of assets other than Pledged Collateral, for Permitted Liens (as such term is defined in the Notes) and except for Liens to be discharged on or prior to the Closing Date pursuant to documentation reasonably satisfactory to the Buyer.

(t) The Company shall have delivered to Buyer a duly completed and executed perfection certificate dated no earlier than five (5) days prior to the Closing Date, in the form attached hereto as Exhibit G.

(u) All costs, fees, expenses (including, without limitation, legal fees and expenses) contemplated hereby to be payable to the Buyers shall have been paid to the extent due and, in the case of expenses of the Buyers that are reimbursable in accordance herewith.

(v) PubCo shall have submitted a Listing of Additional Shares Notification with the Nasdaq Global Market relating to the issuance of the Underlying Shares as contemplated hereby and shall have not received any notice objecting to the listing of the Underlying Shares from the Nasdaq Global Market.

(w) None of the Company, PubCo and Voyager shall have agreed to alter, modify or amend the Merger Agreement or waive any rights thereunder in any manner that would be materially adverse to the economic interests of the Buyers, decrease the likelihood that the Equity Conditions (as defined in the Notes) will be satisfied or impair the rights of the Buyers with respect to the Pledged Collateral under this Agreement or the other Transaction Documents without the prior written consent of the Required Holders and the transactions contemplated by the Merger Agreement shall have been consummated in accordance with the terms of the Merger Agreement, including the issuance of PubCo Ordinary Shares to the former stockholders of the Company.

(x) PubCo shall have delivered to such Buyer (A) voting agreements, in the form attached hereto as Exhibit I, executed by each of the parties set forth on Exhibit E, which parties shall collectively hold an aggregate of at least sixty six and sixty seven hundredths percent (66.67%) of PubCo’s outstanding Ordinary Shares as of the completion of the deSPAC Transaction, and (B) a voting agreement, in the form attached hereto as Exhibit I-1, executed by the Sponsor and the Representative (each as defined therein) (such agreements described in clauses (A) and (B), collectively, the “Voting Agreements”).

(y) The maturity dates of all intercompany Indebtedness between or among PubCo and any of its Subsidiaries shall have been extended such that no such Indebtedness shall mature prior to the date that is ninety-one (91) days after the Maturity Date (as defined in the Notes).

(z) The Company and Voyager shall have delivered to such Buyer a written agreement between the Company, Voyager and the shareholders party to that certain Voting, Support and Lock-up Agreement, dated as of April 22, 2025 (as amended by that certain First Amendment to Voting, Support and Lock-up Agreement, dated as of February 12, 2026, by and among Voyager, the Company and the Shareholders (as defined therein) party thereto, the “Xlife Lock-Up Agreement”) removing Section 5(c) from the Xlife Lock-Up Agreement in its entirety.

(aa) There shall have been no default under the terms of the Fee Modification Agreement and the parties thereto shall have complied with all terms thereof.

(bb) The Company and its Subsidiaries shall have delivered to such Buyer such other documents, instruments or certificates relating to the transactions contemplated by the Transaction Documents as such Buyer or its counsel may reasonably request.

10.

TERMINATION.

In the event that the Closing shall not have occurred with respect to a Buyer within ten (10) Business Days of the date hereof, such Buyer shall have the right to terminate its obligations under this Agreement with respect to itself at any time on or after the close of business on such date without liability of such Buyer to any other party; provided, however, (i) the right to terminate this Agreement under this Section 10 shall not be available to such Buyer if the failure of the transactions contemplated by this Agreement to have been consummated by such date is the result of such Buyer’s breach of this Agreement and (ii) the abandonment of the sale and purchase of the Purchased Securities shall be applicable only to such Buyer providing such written notice; provided further that no such termination shall affect any obligation of the Company under this Agreement to reimburse such Buyer for the expenses described in Section 6(h) above. Nothing contained in this Section 10 shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement or the other Transaction Documents or to impair the right of any party to compel specific performance by any other party of its obligations under this Agreement or the other Transaction Documents.

11.

MISCELLANEOUS.

(a) Governing Law; Jurisdiction; Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of Delaware. The Company, PubCo and Voyager each hereby irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware, provided that if the Court of Chancery of the State of Delaware does not have jurisdiction, then to the other courts of the State of Delaware, for the adjudication of any dispute hereunder or in connection herewith or under any of the other Transaction Documents or with any transaction contemplated hereby or thereby, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Nothing contained herein shall be deemed or operate to preclude any Buyer from bringing suit or taking other legal action against the Company, PubCo or Voyager in any other jurisdiction to collect on the Company’s, PubCo’s or Voyager’s obligations to such Buyer or to enforce a judgment or other court ruling in favor of such Buyer. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY.

(b) Counterparts; Electronic Signatures. This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party. In the event that any signature is delivered by facsimile transmission or by an e-mail which contains a portable document format (.pdf) file of an executed signature page, such signature page shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such signature page were an original thereof. A party’s electronic signature (complying with the New York Electronic Signatures and Records Act (N.Y. State Tech. §§ 301-309), as amended from time to time, or other applicable law) of this Agreement shall have the same validity and effect as a signature affixed by the party’s hand.

(c) Headings; Gender; Interpretation. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. Unless the context clearly indicates otherwise, each pronoun herein shall be deemed to include the masculine, feminine, neuter, singular and plural forms thereof. The terms “including,” “includes,” “include” and words of like import shall be construed broadly as if followed by the words “without limitation.” The terms “herein,” “hereunder,” “hereof” and words of like import refer to this entire Agreement instead of just the provision in which they are found. Unless the context otherwise requires, references herein: (x) to Articles, Sections, Schedules and Exhibits mean the Articles and Sections of, and Schedules and Exhibits attached to, this Agreement; (y) to an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder.

(d) Severability; Maximum Payment Amounts. If any provision of this Agreement is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect the validity of the remaining provisions of this Agreement so long as this Agreement as so modified continues to express, without material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s). Notwithstanding anything to the contrary contained in this Agreement or any other Transaction Document (and without implication that the following is required or applicable), it is the intention of the parties that in no event shall amounts and value paid by the Company and/or any of its Subsidiaries (as the case may be), PubCo and/or any of its Subsidiaries or Voyager (as the case may be), or payable to or received by any of the Buyers, under the Transaction Documents (including without limitation, any amounts that would be characterized as “interest” under applicable law) exceed amounts permitted under any applicable law. Accordingly, if any obligation to pay, payment made to any Buyer, or collection by any Buyer pursuant to the Transaction Documents is finally judicially determined to be contrary to any such applicable law, such obligation to pay, payment or collection shall be deemed to have been made by mutual mistake of such Buyer, the Company and its Subsidiaries (or by mutual mistake of such Buyer, PubCo and its Subsidiaries or such Buyer and Voyager) and such amount shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by the applicable law. Such adjustment shall be effected, to the extent necessary, by reducing or refunding, at the option of such Buyer, the amount of interest or any other amounts which would constitute unlawful amounts required to be paid or actually paid to such Buyer under the Transaction Documents. For greater certainty, to the extent that any interest, charges, fees, expenses or other amounts required to be paid to or received by such Buyer under any of the Transaction Documents or related thereto are held to be within the meaning of “interest” or another applicable term to otherwise be violative of applicable law, such amounts shall be pro-rated over the period of time to which they relate.

(e) Entire Agreement; Amendments. This Agreement, the other Transaction Documents and the schedules and exhibits attached hereto and thereto and the instruments referenced herein and therein supersede all other prior oral or written agreements between the Buyers, the Company, its Subsidiaries, PubCo, its Subsidiaries, Voyager, their respective affiliates and Persons acting on their behalf, including, without limitation, any transactions by any Buyer with respect to PubCo Ordinary Shares, the Voyager Ordinary Shares or the Securities, and the other matters contained herein and therein, and this Agreement, the other Transaction Documents, the schedules and exhibits attached hereto and thereto and the instruments referenced herein and therein contain the entire understanding of the parties solely with respect to the matters covered herein and therein; provided, however, nothing contained in this Agreement or any other Transaction Document shall (or shall be deemed to) (i) have any effect on any agreements any Buyer has entered into with, or any instruments any Buyer has received from, the Company or any of its Subsidiaries, PubCo or any of its Subsidiaries, or Voyager prior to the date hereof with respect to any prior investment made by such Buyer in the Company, PubCo or Voyager, as the case may be, or (ii) waive, alter, modify or amend in any respect any obligations of the Company or any of its Subsidiaries, of PubCo or any of its Subsidiaries, or of Voyager, or any rights of or benefits to any Buyer or any other Person, in any agreement entered into prior to the date hereof between or among the Company and/or any of its Subsidiaries and any Buyer, between or among PubCo and/or any of its Subsidiaries, or between or among Voyager and any Buyer, or any instruments any Buyer received from the Company, PubCo or Voyager and/or any of its respective Subsidiaries prior to the date hereof, and all such agreements and instruments shall continue in full force and effect. Except as specifically set forth herein or therein, neither the Company, PubCo, Voyager nor any Buyer makes any representation, warranty, covenant or undertaking. For clarification purposes, the Recitals are part of this Agreement. No provision of this Agreement may be amended other than by an instrument in writing signed by the Company, PubCo, Voyager and the Required Holders, and any amendment to any provision of this Agreement made in conformity with the provisions of this Section 11(e) shall be binding on all Buyers and holders of Securities, as applicable; provided that no such amendment shall be effective to the extent that it (A) applies to less than all of the holders of the Securities then outstanding or (B) imposes any obligation or liability on any Buyer without such Buyer’s prior written consent (which may be granted or withheld in such Buyer’s sole discretion). No waiver shall be effective unless it is in writing and signed by an authorized representative of the waiving party,

provided that the Required Holders may waive any provision of this Agreement, and any waiver of any provision of this Agreement made in conformity with the provisions of this Section 11(e) shall be binding on all Buyers and holders of Securities, as applicable, provided that no such waiver shall be effective to the extent that it (1) applies to less than all of the holders of the Securities then outstanding (unless a party gives a waiver as to itself only) or (2) imposes any obligation or liability on any Buyer without such Buyer’s prior written consent (which may be granted or withheld in such Buyer’s sole discretion). No consideration (other than reimbursement of legal fees) shall be offered or paid to any Person to amend or consent to a waiver or modification of any provision of any of the Transaction Documents unless the same consideration also is offered to all of the parties to the Transaction Documents and all holders of the Securities. From the date hereof and while any Securities are outstanding, neither the Company, PubCo nor Voyager shall be permitted to receive any consideration from a Buyer or a holder of Securities that is not otherwise contemplated by the Transaction Documents in order to, directly or indirectly, induce the Company, PubCo or Voyager or any Subsidiary thereof (i) to treat such Buyer or holder of Securities in a manner that is more favorable than to other similarly situated Buyers or holders of Securities, or (ii) to treat any Buyer(s) or holder(s) of Securities in a manner that is less favorable than the Buyer or holder of Securities that is paying such consideration; provided, however, that the determination of whether a Buyer has been treated more or less favorably than another Buyer shall disregard any securities of the Company, PubCo or Voyager purchased or sold by any Buyer. Neither the Company, PubCo nor Voyager has, directly or indirectly, made any agreements with any Buyers relating to the terms or conditions of the transactions contemplated by the Transaction Documents except as set forth in the Transaction Documents. Without limiting the foregoing, the Company, PubCo and Voyager each confirms that, except as set forth in this Agreement, no Buyer has made any commitment or promise or has any other obligation to provide any financing to the Company, PubCo, Voyager or any of their respective Subsidiaries or otherwise. As a material inducement for each Buyer to enter into this Agreement, the Company, PubCo and Voyager each expressly acknowledges and agrees that (x) no due diligence or other investigation or inquiry conducted by a Buyer, any of its advisors or any of its representatives shall affect such Buyer’s right to rely on, or shall modify or qualify in any manner or be an exception to any of, the Company’s, PubCo’s or Voyager’s representations and warranties contained in this Agreement or any other Transaction Document and (y) nothing contained in any of the PubCo SEC Documents or Voyager SEC Documents shall affect such Buyer’s right to rely on, or shall modify or qualify in any manner or be an exception to any of, the Company’s, PubCo’s or Voyager’s representations and warranties contained in this Agreement or any other Transaction Document. “Required Holders” means (I) prior to the Closing Date, each Buyer entitled to purchase Purchased Securities at the Closing, (II) on or after the Closing Date holders of a majority of the Underlying Shares in the aggregate as of such time issued or issuable hereunder or pursuant to the Notes and Warrants, as applicable; provided that such majority must include High Trail Special Situations II LLC or HT Investments MA LLC, so long as either of them or any of their respective affiliates hold any Notes or Warrants.

(f) Notices. Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by electronic mail (provided that such sent e-mail is kept on file (whether electronically or otherwise) by the sending party and the sending party does not receive an automatically generated message from the recipient’s e-mail server that such e-mail could not be delivered to such recipient); or (iii) one (1) Business Day after deposit with an overnight courier service with next day delivery specified, in each case, properly addressed to the party to receive the same. The addresses and e-mail addresses for such communications shall be:

If to the Company:

Veraxa Biotech AG
Talacker 35
8001 Zurich, Switzerland
Attention: Christoph Antz
E-Mail: [email protected]

With a copy (for informational purposes only) to:

Duane Morris LLP
901 New York Avenue N.W., Suite 700 East
Washington, D.C. 20001
Attention: Andrew M. Tucker; Rebekah D. McCorvey
E-Mail: [email protected]; [email protected]

If to PubCo:

Veraxa Biotech Holding AG
Talacker 35
Attention: Christoph Antz
E-Mail: [email protected]

With a copy (for informational purposes only) to:

Duane Morris LLP
901 New York Avenue N.W., Suite 700 East
Washington, D.C. 20001
Attention: Andrew M. Tucker; Rebekah D. McCorvey
E-Mail: [email protected]; [email protected]

If to Voyager:

Voyager Acquisition Corp.
131 Concord Street
Brooklyn, NY 11201
Attention: Adeel Rouf
E-Mail: [email protected]

With a copy (for informational purposes only) to:

Winston & Strawn LLP
800 Capital St. STE 2400
Houston, TX 77002
Attention: Michael J. Blankenship
E-Mail: [email protected]

If to the Transfer Agent:

Continental Stock Transfer & Trust Company
1 State Street – 30^th Floor
New York, NY 10004

If to a Buyer, to (i) its e-mail address set forth on the Schedule of Buyers, with copies to such Buyer’s representatives as set forth on the Schedule of Buyers and (ii) to Eric Helenek, High Trail Capital, 221 River Street, 9th Floor, Hoboken, NJ 07030 (telephone: (917) 414-1733).

with a copy (for informational purposes only) to:

Latham & Watkins LLP
12670 High Bluff Drive
San Diego, CA 92130
Telephone: (858) 523-5400
Attention: Michael E. Sullivan
E-Mail: [email protected]

or to such other address, e-mail address and/or to the attention of such other Person as the recipient party has specified by written notice given to each other party five (5) days prior to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other communication, (B) electronically generated by the sender’s e-mail or (C) provided by an overnight courier service shall be rebuttable evidence of personal service, receipt by e-mail or receipt from an overnight courier service in accordance with clause (i), (ii) or (iii) above, respectively.

(g) Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns, including any purchasers of any of the Purchased Securities. Neither the Company, PubCo nor Voyager shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the Required Holders, including, without limitation, by way of a Fundamental Change or a Fundamental Transaction (unless the Company, PubCo or Voyager, as applicable, is in compliance with the applicable provisions governing Fundamental Changes and Fundamental Transactions). A Buyer may assign some or all of its rights hereunder in connection with any transfer of any of its Securities without the consent of the Company, PubCo or Voyager, provided such assignee agrees in writing to be bound by the provisions hereof that apply to Buyers in which event such assignee shall be deemed to be a Buyer hereunder with respect to such assigned rights.

(h) No Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, other than the Indemnitees referred to in Sections 6(y) and 11(k) and as set forth in this Section 11(h).

(i) Survival. The representations, warranties, agreements and covenants shall survive the Closing. Each Buyer shall be responsible only for its own representations, warranties, agreements and covenants hereunder.

(j) Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as any other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

(k) Indemnification.

(i) In consideration of each Buyer’s execution and delivery of the Transaction Documents and in addition to all of the Company’s other obligations under the Transaction Documents, the Company shall defend, protect, indemnify and hold harmless each Buyer and each holder of any Securities and all of their stockholders, partners, members, officers, directors, employees and direct or indirect investors and any of the foregoing Persons’ agents or other representatives (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the “Indemnitees”) from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys’ fees and disbursements (the “Indemnified Liabilities”), incurred by any Indemnitee as a result of, or arising out of, or relating to (i) any misrepresentation or breach of any representation or warranty made by the Company or any Subsidiary in any of the Transaction Documents, (ii) any breach of any covenant, agreement or obligation of the Company or any Subsidiary contained in any of the Transaction Documents or (iii) any cause of action, suit, proceeding or claim brought or made against such Indemnitee by a third party (including for these purposes a derivative action brought on behalf of the Company or any Subsidiary) or which otherwise involves such Indemnitee that arises out of or results from the execution, delivery, performance or enforcement of any of the Transaction Documents (including, without limitation, any hedging or similar activities in connection therewith); provided, however, that the Company will not be liable in any such case to a Buyer or its related Indemnitees to the extent that any such claim, loss, damage, liability or expense arises primarily out of or is based primarily upon the inaccuracy of any representations and warranties made by such Buyer herein. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law.

(ii) In consideration of each Buyer’s execution and delivery of the Transaction Documents and acquiring the Securities thereunder and in addition to all of PubCo’s other obligations under the Transaction Documents, PubCo shall defend, protect, indemnify and hold harmless the Indemnitees from and against any and all Indemnified Liabilities, incurred by any Indemnitee as a result of, or arising out of, or relating to (i) any misrepresentation or breach of any representation or warranty made by PubCo or any Subsidiary in any of the Transaction Documents, (ii) any breach of any covenant, agreement or obligation of PubCo or any Subsidiary contained in any of the Transaction Documents or (iii) any cause of action, suit, proceeding or claim brought or made against such Indemnitee by a third party (including for these purposes a derivative action brought on behalf of PubCo or any Subsidiary) or which otherwise involves such Indemnitee that arises out of or results from (A) the execution, delivery, performance or enforcement of any of the Transaction Documents (including, without limitation, any hedging or similar activities in connection therewith), or (B) the status of such Buyer or holder of the Securities either as an investor in PubCo pursuant to the transactions contemplated by the Transaction Documents or as a party to this Agreement (including, without limitation, any hedging or similar activities in connection therewith or as a party in interest or otherwise in any action or proceeding for injunctive or other equitable relief); provided, however, that PubCo will not be liable in any such case to a Buyer or its related Indemnitees to the extent that any such claim, loss, damage, liability or expense arises primarily out of or is based primarily upon the inaccuracy of any representations and warranties made by such Buyer herein. To the extent that the foregoing indemnification undertaking by PubCo may be unenforceable for any reason, PubCo shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law.

(iii) In consideration of each Buyer’s execution and delivery of the Transaction Documents and acquiring the Securities thereunder and in addition to all of Voyager’s other obligations under the Transaction Documents, Voyager shall defend, protect, indemnify and hold harmless the Indemnitees from and against any and all Indemnified Liabilities, incurred by any Indemnitee as a result of, or arising out of, or relating to (i) any misrepresentation or breach of any representation or warranty made by Voyager or any Subsidiary in any of the Transaction Documents, (ii) any breach of any covenant, agreement or obligation of Voyager contained in any of the Transaction Documents or (iii) any cause of action, suit, proceeding or claim brought or made against such Indemnitee by a third party (including for these purposes a derivative action brought on behalf of Voyager) or which otherwise involves such Indemnitee that arises out of or results from (A) the execution, delivery, performance or enforcement of any of the Transaction Documents (including, without limitation, any hedging or similar activities in connection therewith), or (B) the status of such Buyer or holder of the Securities either as an investor in Voyager pursuant to the transactions contemplated by the Transaction Documents or as a party to this Agreement (including, without limitation, any hedging or similar activities in connection therewith or as a party in interest or otherwise in any action or proceeding for injunctive or other equitable relief); provided, however, that Voyager will not be liable in any such case to a Buyer or its related Indemnitees to the extent that any such claim, loss, damage, liability or expense arises primarily out of or is based primarily upon the inaccuracy of any representations and warranties made by such Buyer herein. To the extent that the foregoing indemnification undertaking by Voyager may be unenforceable for any reason, Voyager shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law.

(iv) Promptly after receipt by an Indemnitee under this Section 11(k) of notice of the commencement of any action or proceeding (including, without limitation, any governmental action or proceeding) involving an Indemnified Liability, such Indemnitee shall, if a claim in respect thereof is to be made against any indemnifying party under this Section 11(k), deliver to the indemnifying party a written notice of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually satisfactory to the indemnifying party and the Indemnitee; provided, however, that an Indemnitee shall have the right to retain its own counsel with the fees and expenses of such counsel to be paid by the indemnifying party if: (i) the indemnifying party has agreed in writing to pay such fees and expenses; (ii) the indemnifying party shall have failed promptly to assume the defense of such Indemnified Liability and to employ counsel reasonably satisfactory to such Indemnitee in any such Indemnified Liability; or (iii) the named parties to any such Indemnified Liability (including, without limitation, any impleaded parties) include both such Indemnitee and the indemnifying party, and such Indemnitee shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent such Indemnitee and the indemnifying party (in which case, if such Indemnitee notifies the indemnifying party in writing that it elects to employ separate counsel at the expense of the indemnifying party, then the indemnifying party shall not have the right to assume the defense thereof and such counsel shall be at the expense of the indemnifying party), provided further that in the case of clause (iii) above the indemnifying party shall not be responsible for the reasonable fees and expenses of more than one (1) separate legal counsel for such Indemnitee. The Indemnitee shall reasonably cooperate with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnitee which relates to such Indemnified Liability. The indemnifying party shall keep the Indemnitee reasonably apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent; provided, however, the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the Indemnitee, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnitee of a release from all liability in respect to such Indemnified Liability, and such settlement shall not include any admission as to fault on the part of the Indemnitee. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Indemnitee with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of any liability to the Indemnitee under this Section 11(k), except to the extent that the indemnifying party is materially and adversely prejudiced in its ability to defend such action. The indemnification required by this Section 11(k) shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or Indemnified Liabilities are incurred. The indemnity and contribution agreements contained herein shall be in addition to (i) any cause of action or similar right of the Indemnitees against the indemnifying party or others, and (ii) any liabilities the indemnifying party may be subject to pursuant to the law.

(l) Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party. No specific representation or warranty shall limit the generality or applicability of a more general representation or warranty. Each and every reference to share prices, ordinary shares of the Company, PubCo Ordinary Shares or Voyager Ordinary Shares and any other numbers in this Agreement that relate to the ordinary shares of the Company, PubCo Ordinary Shares or Voyager Ordinary Shares shall be automatically adjusted for any stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions that occur with respect to the ordinary shares of the Company, PubCo Ordinary Shares or Voyager Ordinary Shares after the date of this Agreement. Notwithstanding anything in this Agreement to the contrary, for the avoidance of doubt, nothing contained herein shall constitute a representation or warranty against, or a prohibition of, any actions with respect to the borrowing of, arrangement to borrow, identification of the availability of, and/or securing of, securities of the Company, PubCo or Voyager in order for such Buyer (or its broker or other financial representative) to effect short sales or similar transactions in the future.

(m) Remedies. Each Buyer and in the event of assignment by Buyer of its rights and obligations hereunder, each holder of Securities, shall have all rights and remedies set forth in the Transaction Documents and all rights and remedies which such holders have been granted at any time under any other agreement or contract and all of the rights which such holders have under any law. Any Person having any rights under any provision of this Agreement shall be entitled to enforce such rights specifically (without posting a bond or other security), to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights granted by law. Furthermore, each of the Company, PubCo and Voyager recognizes that in the event that it or any of its Subsidiaries fails to perform, observe, or discharge any or all of its or such Subsidiary’s (as the case may be) obligations under the Transaction Documents, any remedy at law would be inadequate relief to the Buyers. Each of the Company, PubCo and Voyager therefore agrees that the Buyers shall be entitled to specific performance and/or temporary, preliminary and permanent injunctive or other equitable relief from any court of competent jurisdiction in any such case without the necessity of proving actual damages and without posting a bond or other security. The remedies provided in this Agreement and the other Transaction Documents shall be cumulative and in addition to all other remedies available under this Agreement and the other Transaction Documents, at law or in equity (including a decree of specific performance and/or other injunctive relief).

(n) Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) the Transaction Documents, whenever any Buyer exercises a right, election, demand or option under a Transaction Document and the Company or any of its Subsidiaries, PubCo or any of its Subsidiaries or Voyager does not timely perform its related obligations within the periods therein provided or if no period is prescribed, within a reasonable period of time, then such Buyer may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, PubCo, Voyager or such Subsidiary (as the case may be), any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights.

(o) Payment Set Aside; Currency. To the extent that the Company, PubCo or Voyager makes a payment or payments to any Buyer hereunder or pursuant to any of the other Transaction Documents or any of the Buyers enforce or exercise their rights hereunder or thereunder, and such payment or payments or the proceeds of such enforcement or exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged by or are required to be refunded, repaid or otherwise restored to the Company, PubCo or Voyager, as applicable, a trustee, receiver or any other Person under any law (including, without limitation, any bankruptcy law, foreign, state or federal law, common law or equitable cause of action), then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred. Unless otherwise expressly indicated, all dollar amounts referred to in this Agreement and the other Transaction Documents are in United States Dollars (“U.S. Dollars”), and all amounts owing under this Agreement and all other Transaction Documents shall be paid in U.S. Dollars. All amounts denominated in other currencies (if any) shall be converted into the U.S. Dollar equivalent amount in accordance with the Exchange Rate on the date of calculation. “Exchange Rate” means, in relation to any amount of currency to be converted into U.S. Dollars pursuant to this Agreement, the U.S. Dollar exchange rate as published in the Wall Street Journal on the relevant date of calculation.

(p) Judgment Currency.

(i) If for the purpose of obtaining or enforcing judgment against the Company, PubCo or Voyager in connection with this Agreement or any other Transaction Document in any court in any jurisdiction it becomes necessary to convert into any other currency (such other currency being hereinafter in this Section 11(p) referred to as the “Judgment Currency”) an amount due in U.S. Dollars under this Agreement, the conversion shall be made at the Exchange Rate prevailing on the Business Day immediately preceding:

(A) the date actual payment of the amount due, in the case of any proceeding in the Court of Chancery of the State of Delaware or in the courts of any other jurisdiction that will give effect to such conversion being made on such date; or

(B) the date on which the foreign court determines, in the case of any proceeding in the courts of any other jurisdiction (the date as of which such conversion is made pursuant to this Section 11(p)(i)(B) being hereinafter referred to as the “Judgment Conversion Date”).

(ii) If in the case of any proceeding in the court of any jurisdiction referred to in Section 11(p)(i)(B), there is a change in the Exchange Rate prevailing between the Judgment Conversion Date and the date of actual payment of the amount due, the applicable party shall pay such adjusted amount as may be necessary to ensure that the amount paid in the Judgment Currency, when converted at the Exchange Rate prevailing on the date of payment, will produce the amount of U.S. Dollars which could have been purchased with the amount of Judgment Currency stipulated in the judgment or judicial order at the Exchange Rate prevailing on the Judgment Conversion Date.

(iii) Any amount due from the Company, PubCo or Voyager under this provision shall be due as a separate debt and shall not be affected by judgment being obtained for any other amounts due under or in respect of this Agreement or any other Transaction Document.

(q) Independent Nature of Buyers’ Obligations and Rights. The obligations of each Buyer under the Transaction Documents are several and not joint with the obligations of any other Buyer, and no Buyer shall be responsible in any way for the performance of the obligations of any other Buyer under any Transaction Document. Nothing contained herein or in any other Transaction Document, and no action taken by any Buyer pursuant hereto or thereto, shall be deemed to constitute the Buyers as, and the Company, PubCo and Voyager each acknowledges that the Buyers do not so constitute, a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Buyers are in any way acting in concert or as a group or entity, and neither the Company, PubCo nor Voyager shall assert any such claim with respect to such obligations or the transactions contemplated by the Transaction Documents or any matters, and the Company, PubCo and Voyager each acknowledges that the Buyers are not acting in concert or as a group, and neither the Company, PubCo nor Voyager shall assert any such claim, with respect to such obligations or the transactions contemplated by the Transaction Documents. The decision of each Buyer to purchase Securities pursuant to the Transaction Documents has been made by such Buyer independently of any other Buyer. Each Buyer acknowledges that no other Buyer has acted as agent for such Buyer in connection with such Buyer making its investment hereunder and that no other Buyer will be acting as agent of such Buyer in connection with monitoring such Buyer’s investment in the Securities or enforcing its rights under the Transaction Documents. The Company, PubCo, Voyager and each Buyer confirms that each Buyer has independently participated with the Company and its Subsidiaries, PubCo and its Subsidiaries and Voyager in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisors. Each Buyer shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of any other Transaction Documents, and it shall not be necessary for any other Buyer to be joined as an additional party in any proceeding for such purpose. The use of a single agreement to effectuate the purchase and sale of the Securities contemplated hereby was solely in the control of the Company, PubCo and Voyager, not the action or decision of any Buyer, and was done solely for the convenience of the Company and its Subsidiaries, PubCo and its Subsidiaries and Voyager and not because it was required or requested to do so by any Buyer. It is expressly understood and agreed that each provision contained in this Agreement and in each other Transaction Document is between the Company, each of its Subsidiaries and a Buyer, solely, between PubCo, each of its Subsidiaries and a Buyer, solely, and between Voyager and a Buyer, solely, and not between the Company, its Subsidiaries, PubCo, its Subsidiaries, Voyager and the Buyers collectively and not between and among the Buyers.

(r) Performance Date. If the date by which any obligation under any of the Transaction Documents must be performed occurs on a day other than a Business Day, then the date by which such performance is required shall be the next Business Day following such date.

(s) Enforcement Fees. Prior to the completion of the deSPAC Transaction, the Company agrees to pay all costs and expenses of the Buyers incurred as a result of enforcement of the Transaction Documents and the collection of any amounts owed to the Buyers hereunder (whether in cash, equity or otherwise), including, without limitation, reasonable attorneys’ fees and expenses. Following the completion of the deSPAC Transaction, PubCo agrees to pay all costs and expenses of the Buyers incurred as a result of enforcement of the Transaction Documents and the collection of any amounts owed to the Buyers hereunder (whether in cash, equity or otherwise), including, without limitation, reasonable attorneys’ fees and expenses.

(t) Collateral Agent.

(i) Appointment; Authorization. The Buyers, together with any successors or assigns thereof, hereby irrevocably appoint, designate and authorize HBC Collateral Agent LLC as collateral agent to take such action on their behalf under the provisions of the Notes, each Security Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement and each Security Document, together with such powers as are reasonably incidental thereto. The provisions of this Section 11(t) are solely for the benefit of the Collateral Agent, and neither the Company nor PubCo shall have rights as a third-party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any Security Document (or any other similar term) with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. Notwithstanding any provision to the contrary contained elsewhere in the Notes, any Security Document or any other agreement, instrument or document related hereto or thereto, the Collateral Agent shall not have any duty or responsibility except those expressly set forth herein, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into the Notes, any Security Document or any other agreement, instrument or document related hereto or thereto or otherwise exist against the Collateral Agent. Notwithstanding anything of this Section 11(t) to the contrary, in relation to any Swiss law governed Security Document, the Collateral Agent is hereby authorized to and shall (i) hold and administer any non-accessory security interest (nicht-akzessorische Sicherheit) governed by Swiss law as indirect representative (indirekter Stellvertreter) in its own name but on behalf and for the benefit of the Buyers, and (ii) hold and administer any accessory security interest (akzessorische Sicherheit) governed by Swiss law for itself and as direct representative (direkter Stellvertreter) in the name and on behalf of the Buyers. In relation to any Swiss law governed Security Documents under which security of an accessory nature (akzessorische Sicherheit) is granted (each a “Swiss Security Document”) each present and future Buyer (other than the Collateral Agent) hereby appoints and authorizes the Collateral Agent to do all acts in the name and for the account of such Buyer as its direct representative (direkter Stellvertreter), including, without limitation, (i) to accept and execute and hold, administer and, if necessary, enforce the security granted under any of the Swiss Security Documents, (ii) to agree to amendments, restatements, confirmations and other alterations of the Swiss Security Documents, (iii) to effect any release of the security under, and the termination of, any Swiss Security Document, and (iv) to exercise such other rights, powers, authorities and discretions granted to the Collateral Agent hereunder or under the relevant Swiss Security Document.

(ii) Delegation of Duties. The Collateral Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any Security Document by or through any one or more sub-agents appointed by the Collateral Agent. The Collateral Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through its Affiliates (as defined in the Notes), partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives, or the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of any of its Affiliates (collectively, the “Related Parties”). The exculpatory provisions of this Section 11(t) shall apply to any such sub-agent and to the Related Parties of the Collateral Agent and any such sub-agent. The Collateral Agent shall not be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and non-appealable judgment that the Collateral Agent acted with gross negligence or willful misconduct in the selection of such sub-agents.

(iii) Exculpatory Provisions.

(A) The Collateral Agent shall not have any duties or obligations except those expressly set forth in the Security Documents, and its duties shall be administrative in nature. Without limiting the generality of the foregoing, the Collateral Agent: (i) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default (as defined in the Notes) has occurred and is continuing or an Event of Default (as defined in the Notes) has occurred; (ii) shall not have any duty to take any discretionary action or exercise any discretionary powers; and (iii) shall not, except as expressly set forth in the Security Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Company or any of its Affiliates, PubCo or any of its Affiliates or Voyager or any of its Affiliates that is communicated to or obtained by the Collateral Agent or any of its Affiliates in any capacity.

(B) The Collateral Agent shall not be liable for any action taken or not taken by it in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and non-appealable judgment. The Collateral Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until notice describing such Default or Event of Default is given to the Collateral Agent in writing by the Company or PubCo.

(C) The Collateral Agent shall not be responsible for or have any duty to ascertain or inquire into (a) any statement, warranty or representation made in or in connection with the Notes, any Security Document or any other agreement, instrument or document related hereto or thereto, (b) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (c) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default or Event of Default, (d) the validity, enforceability, effectiveness or genuineness of the Notes, any Security Document or any other agreement, instrument or document related to the Notes or Security Documents, or (e) any failure of the Company, PubCo or any other party to the Notes, any Security Agreement or any other agreement, instrument or document related to the Notes or Security Documents to perform its obligations thereunder. The Collateral Agent shall not be under any obligation to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, the Notes, any Security Document or any other agreement, instrument or document related to the Notes or Security Documents, or to inspect the properties, books or records of the Company or any Affiliate of the Company, of PubCo or any Affiliate of PubCo or of Voyager or any Affiliate of Voyager.

(iv) Reliance by Collateral Agent. The Collateral Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Collateral Agent also may rely upon any statement made to it orally or by telephone and believed by it in good faith to have been made by the proper Person, and shall not incur any liability for relying thereon. The Collateral Agent may consult with legal counsel, independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

(v) Successor Agent. The Collateral Agent may resign as the Collateral Agent at any time upon ten (10) days’ prior notice to the Buyers, the Company and PubCo. If the Collateral Agent resigns under the Notes, the Required Holders shall appoint a successor agent. If no successor agent is appointed prior to the effective date of the resignation of the Collateral Agent, the Collateral Agent may appoint a successor Collateral Agent on behalf of the Buyers after consulting with the Buyers. Upon the acceptance of its appointment as successor agent hereunder, such successor agent shall succeed to all the rights, powers and duties of the retiring Collateral Agent and the term “the Collateral Agent” shall mean such successor agent, and the retiring Collateral Agent’s appointment, powers and duties as the Collateral Agent shall be terminated. After the Collateral Agent’s resignation hereunder as the Collateral Agent, the provisions of this Section 11(t) shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was the Collateral Agent. If no successor agent has accepted appointment as the Collateral Agent by the date which is thirty (30) days following a retiring Collateral Agent’s notice of resignation, a retiring Collateral Agent’s resignation shall nevertheless thereupon become effective and the Buyers, shall perform all of the duties of the Collateral Agent hereunder until such time as Required Holders shall appoint a successor agent as provided for above.

(vi) Non-Reliance on the Collateral Agent. The Buyers acknowledge that they have, independently and without reliance upon the Collateral Agent or any of its Related Parties and based on such documents and information as they have deemed appropriate, made their own credit analysis and decision to enter into and/or invest in the Notes. The Buyers also acknowledge that they will, independently and without reliance upon the Collateral Agent or any of its Related Parties and based on such documents and information as they shall from time to time deem appropriate, continue to make their own decisions in taking or not taking action under or based upon the Notes, any Security Document or any related agreement or any document furnished hereunder or thereunder.

(vii) Collateral Matters. The Buyers irrevocably authorize the Collateral Agent to release any Lien (as defined in the Notes) granted to or held by the Collateral Agent under any Security Document (i) when all Secured Obligations (as defined in the Security Agreements) have been paid in full; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any sale or other disposition permitted under the Notes and each other agreement, instrument or document related thereto (it being agreed and understood that the Collateral Agent may conclusively rely without further inquiry on a certificate of an officer of PubCo as to the sale or other disposition of property being made in compliance with the Notes and each other agreement, instrument or document related thereto); or (iii) if approved, authorized or ratified in writing by the Buyers. The Collateral Agent shall have the right, in accordance with the Security Documents to sell, lease or otherwise dispose of any Pledged Collateral for cash, credit or any combination thereof, and the Collateral Agent may purchase any Pledged Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of the purchase price, may credit bid and setoff the amount of such price against the Secured Obligations.

(viii) Reimbursement by Buyers. To the extent that the Company or PubCo, as applicable, for any reason fails to indefeasibly pay any amount required under Sections 6(h) or 11(k) to be paid by it to the Collateral Agent (or any sub-agent thereof) or any Related Party of the Collateral Agent (or any sub-agent thereof), the Buyers hereby agree, jointly and severally, to pay to the Collateral Agent (or any such sub-agent) or such Related Party of the Collateral Agent (or any sub-agent thereof), as the case may be, such unpaid amount.

(ix) Marshaling; Payments Set Aside. Neither the Collateral Agent nor the Buyers shall be under any obligation to marshal any assets in favor of the Company, PubCo or any other Person or against or in payment of any or all of the Secured Obligations. To the extent that the Company or PubCo makes a payment or payments to the Collateral Agent, or the Collateral Agent enforces its Liens or exercises its rights of set-off, and such payment or payments or the proceeds of such enforcement or set-off or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Collateral Agent in its discretion) to be repaid to a trustee, receiver or any other party in connection with any bankruptcy, insolvency or similar proceeding, or otherwise, then (i) to the extent of such recovery, the obligation under the Notes intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or set-off had not occurred and (ii) the Buyers agree to pay to the Collateral Agent upon demand its share of the total amount so recovered from or repaid by the Collateral Agent to the extent paid to the Buyers.

(u) German Collateral.

(i) Appointment as agent and administrator in relation to German Collateral.

(A) In relation to any Collateral governed by German law (the “German Collateral”), the Collateral Agent shall:

(1) hold, administer and (subject to the same having become enforceable and to the terms of this Agreement) realize any such German Collateral which is Collateral transferred or assigned (Sicherungseigentum/Sicherungsabtretung) or otherwise granted under a non-accessory security right (nicht-akzessorische Sicherheit) to it in its own name as trustee (treuhänderisch) for the benefit of the Secured Parties; and

(2) administer and (subject to the same having become enforceable and to the terms of this Agreement) realize in the name of and on behalf of the Secured Parties any German Collateral which is pledged (Verpfändung) to the Collateral Agent and/or any other Secured Party under an accessory security right (akzessorische Sicherheit) in the name and on behalf of the Secured Parties.

(B) Each Secured Party (other than the Collateral Agent) hereby authorizes the Collateral Agent to:

(1) accept as its representative (Stellvertreter) any pledge or other creation of any accessory security right made to such Secured Party in relation to the Transaction Documents and to act and execute on its behalf as its representative (Stellvertreter), subject to the terms of the Transaction Documents, amendments or releases of, accessions and alterations to, and to carry out similar dealings with regard to any Security Agreement governed by German law (the “German Collateral Document”) which creates a pledge or any other accessory security right;

(2) act on its behalf and in its name in connection with the preparation, execution and delivery of the German Collateral and the perfection and monitoring of the German Collateral;

(3) execute on behalf of itself and each other Party where relevant without the need for any further referral to, or authority from, any other person all necessary releases or confirmations of any Collateral created under the German Collateral in relation to the disposal of any asset which is permitted under the German Collateral or consented or agreed upon in accordance with the Transaction Documents; and

(4) make all statements necessary or appropriate in connection with the foregoing paragraphs.

(C) Each of the Parties hereby release the Collateral Agent from the restrictions pursuant to section 181 of the German Civil Code and similar restrictions under any applicable law, in each case to the extent legally possible for such Loan Party or Secured Party. Any Party prevented by applicable law or its constitutional documents to grant the release from the restrictions pursuant to section 181 German Civil Code shall notify the Collateral Agent without undue delay.

(ii) Parallel Debt.

(A) With regard to the Parallel Debt (as defined below) and any German Collateral, any transfer of rights and claims under this Agreement or any of the Notes by way of novation shall be construed under German law as a transfer and assignment by way of assumption of contract (Vertragsübernahme) and shall not entail under German law a Schuldumschaffung of (or have the effect of a Schuldumschaffung on) the Parallel Debt.

(B) PubCo hereby irrevocably and unconditionally undertakes to pay to the Collateral Agent amounts equal to any amounts owing from time to time by it to any Secured Party under any Transaction Document as and when those amounts are due and payable.

(C) PubCo acknowledges that the obligations of it under sub-section (ii)(B) above are several and are separate and independent from, and shall not in any way limit or affect, the corresponding obligations of it to any Secured Party under any Transaction Document (its “Corresponding Debt”), nor shall it constitute the Collateral Agent and any other Secured Party as joint creditors of any Corresponding Debt, nor shall the amounts for which it is liable under sub-section (ii)(B) above (its “Parallel Debt”) be limited or affected in any way by its Corresponding Debt provided that:

(1) the Parallel Debt of PubCo shall be decreased and the Collateral Agent shall not demand payment to the extent that its Corresponding Debt has been paid or (in the case of guarantee obligations) discharged; and

(2) the Corresponding Debt of PubCo shall be decreased and the Collateral Agent shall not demand payment to the extent that its Parallel Debt has been paid or (in the case of guarantee obligations) discharged.

(D) For the purposes of this sub-section (u)(ii), the Collateral Agent acts in its own name and not as a trustee, and its claims in respect of the Parallel Debt shall not be held on trust and instead shall be owed to it in its individual capacity. The Collateral granted under the German Collateral Documents to the Collateral Agent to secure the Parallel Debt is granted to the Collateral Agent in its capacity as Parallel Debt Creditor and shall not be held on trust.

(E) All moneys received or recovered by the Collateral Agent pursuant to this sub-section (u)(ii), and all amounts received or recovered by the Collateral Agent from or by the enforcement of any Collateral granted to secure the Parallel Debt, shall be applied in accordance with this Agreement.

(F) Without limiting or affecting the Collateral Agent’s rights against PubCo (whether under this sub-section (u)(ii) or under any other provision of the Transaction Documents), PubCo acknowledges that:

(1) nothing in this sub-section (u)(ii) shall impose any obligation on the Collateral Agent to pay any sum to PubCo or otherwise under any Transaction Document, except in its capacity as a Holder; and

(2) for the purpose of any vote taken under any Transaction Document, the Collateral Agent shall not be regarded as having any participation or commitment other than those which it has in its capacity as a Holder.

[Signature pages follow]

IN WITNESS WHEREOF, each Buyer, the Company, PubCo and Voyager have caused their respective signature page to this Agreement to be duly executed as of the date first written above.

COMPANY:

VERAXA BIOTECH AG

By:	/s/ Oliver Baumann
	Name:	Oliver Baumann
	Title:	Chairman

By:	/s/ Dr. Christoph Antz
	Name:	Dr. Christoph Antz
	Title:	VEO

IN WITNESS WHEREOF, each Buyer, the Company, PubCo and Voyager have caused their respective signature page to this Agreement to be duly executed as of the date first written above.

PUBCO:

VERAXA BIOTECH HOLDING AG

By:	/s/ Oliver Baumann
	Name:	Oliver Baumann
	Title:	General Manager

IN WITNESS WHEREOF, each Buyer, the Company, PubCo and Voyager have caused their respective signature page to this Agreement to be duly executed as of the date first written above.

VOYAGER:

VOYAGER ACQUISITION CORP.

By:	/s/ Adeel Rouf
	Name:	Adeel Rouf
	Title:	Chief Executive Officer, President and Director

IN WITNESS WHEREOF, each Buyer, the Company, PubCo and Voyager have caused their respective signature page to this Agreement to be duly executed as of the date first written above.

BUYER:

HIGH TRAIL SPECIAL SITUATIONS II LLC

By:	/s/ Erik Helenek
	Name:	Erik Helenek
	Title:	Authorized Signatory

IN WITNESS WHEREOF, each Buyer, the Company, PubCo and Voyager have caused their respective signature page to this Agreement to be duly executed as of the date first written above.

BUYER:

HT INVESTMENTS MA LLC

By:	/s/ Erik Helenek
	Name:	Erik Helenek
	Title:	Authorized Signatory

SCHEDULE OF BUYERS

(1)	(2)	(3)	(4)	(5)	(6)	(7)
Buyer	Address	Aggregate Principal Amount of Purchased Notes	Aggregate Purchase Price of Purchased Notes	Aggregate Purchase Price of Purchased Warrants	Aggregate Number of Warrant Shares Underlying Purchased Warrants	Legal Representative’s Address
High Trail Special Situations II LLC	High Trail Capital 221 River Street, 9^th Floor Hoboken, NJ 07030 Attn: Eric Helenek E-Mail: [email protected] hbc.pc.am@hudsonbaycapital	$27,500,000	$22,002,496	-	-	Latham & Watkins LLP 12670 High Bluff Drive San Diego, CA 92130 Telephone: (858) 523-5400 Attention: Michael E. Sullivan

HT Investments MA LLC	High Trail Capital 221 River Street, 9^th Floor Hoboken, NJ 07030 Attn: Eric Helenek E-Mail: [email protected] hbc.pc.am@hudsonbaycapital	-	-	$2,060,004	2,391,305	Latham & Watkins LLP 12670 High Bluff Drive San Diego, CA 92130 Telephone: (858) 523-5400 Attention: Michael E. Sullivan

TOTAL		$27,500,000	$22,002,496	$2,060,004	2,391,305

Sch. A-1

Exhibit A

Form of Senior Secured Note

A-1

Exhibit B

Form of Warrant

B-1

Exhibit C

Form of Security Agreements

C-1

Exhibit D

Lock-Up Agreements

D-1

Exhibit E

Lock-Up Parties

Gilbert Edgar Schöni

David Lukas Deck

European Molecular Biology Laboratory

EMBL Enterprise Management Technology Transfer GmbH

Xlife Sciences AG

Akira Holding AG

Voyager Acquisition Sponsor Holdco LLC

Warren Hosseinion, Sr.

Oded Levy

10.

Adeel Rouf

11.

Jonathan Intrater

12.

Alexander Rogers

13.

Warren Hosseinion, Jr.

14.

Cantor Fitzgerald & Co.

Voting Agreement Parties

Gilbert Edgar Schöni

David Lukas Deck

European Molecular Biology Laboratory

EMBL Enterprise Management Technology Transfer GmbH

Xlife Sciences AG

Akira Holding AG

Voyager Acquisition Sponsor Holdco LLC

Warren Hosseinion, Sr.

Oded Levy

10.

Adeel Rouf

11.

Jonathan Intrater

12.

Alexander Rogers

13.

Warren Hosseinion, Jr.

E-1

Exhibit F

Fee Modification Agreement

F-1

Exhibit G

Form of Perfection Certificate

G-1

Final Form

PERFECTION CERTIFICATE

May [●], 2026

Reference is hereby made to that certain Securities Purchase Agreement, dated as of May [●], 2026 (as amended, restated, supplemented or otherwise modified from time to time, (the “Securities Purchase Agreement”), by and among Veraxa Biotech Holding AG, a public limited company organized under the laws of Switzerland (the “Issuer”), Veraxa Biotech AG, a public limited company organized under the Laws of Switzerland, Voyager Acquisition Corp., a Cayman Islands exempted company, and each of the investors listed on the Schedule of Buyers attached thereto. Capitalized terms used but not defined herein have the meanings assigned in the Securities Purchase Agreement.

WHEREAS, in connection with the Securities Purchase Agreement, the Issuer is entering into those certain Security Agreements, dated as of the date hereof, by and among the Issuer, each Subsidiary of the Issuer party thereto, HBC Collateral Agent LLC (the “Collateral Agent”), and the other parties thereto.

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Issuer hereby agrees as follows:

As used herein, the term “Companies” means, collectively, the Issuer and each Subsidiary of the Issuer party to the Security Agreements, each, a “Company”.

The undersigned hereby certify to the Collateral Agent as follows:

1. Names.

(a) The exact legal name of each Company, as such name appears in its respective certificate of incorporation or any other organizational document, is set forth in Schedule 1(a). Each Company is (i) the type of entity disclosed next to its name in Schedule 1(a) and (ii) a registered organization except to the extent disclosed in Schedule 1(a). Also set forth in Schedule 1(a) is the organizational identification number, if any, of each Company that is a registered organization, the Federal Taxpayer Identification Number or other taxpayer identification number of each Company and the jurisdiction of formation of each Company.

(b) Set forth in Schedule 1(b) hereto is a list of any other corporate or organizational names of each Company (or any other business or organization to which each Company became the successor by merger, consolidation, acquisition, change in form, nature or jurisdiction of organization or otherwise) has had in the past five (5) years, together with the date of the relevant change.

(c) Set forth in Schedule 1(c) is a list of all other names used by each Company on any filings with the Internal Revenue Service (or any other revenue service of any other applicable jurisdiction) at any time within the five (5) years preceding the date hereof. Except as set forth in Schedule 1(c), no Company has changed its jurisdiction of organization at any time during the past four months.

2. Current Locations. The chief executive office of each Company is located at the address set forth in Schedule 2 hereto. Schedule 2 hereto sets forth all jurisdictions in which each Company maintains any Inventory, Equipment, or other tangible goods (including Books and Records).

G-2

3. Extraordinary Transactions. Except for those purchases, acquisitions and other transactions described in Schedule 3 attached hereto, all of the property of each Company within the past five (5) years has been originated by such Company in the ordinary course of business or consists of goods which have been acquired by such Company in the ordinary course of business from a person in the business of selling goods of that kind.

4. Schedule of Filings. Attached hereto as Schedule 4 is a schedule of (i) the appropriate filing offices for the filing of financing statements or other filings necessary to perfect the Collateral Agent’s security interest in all property of each Company (other than any property described in clauses (ii) and (iii)), (ii) the appropriate filing offices for the filings necessary to perfect the Collateral Agent’s security interest in intellectual property described in Section 8, (iii) the appropriate filing offices for the mortgages and fixture filings relating to the real property described in Section 5, and (iv) any other actions required to create, preserve, protect and perfect the security interests in the Collateral granted to the Collateral Agent pursuant to the Security Agreements or the other Security Documents. No other filings or actions are required to create, preserve, protect and perfect the security interests in the Collateral granted to the Collateral Agent pursuant to the Security Agreements or the other Security Documents.

5. Real Property. Attached hereto as Schedule 5(a) is a list of all (i) real property owned, leased or otherwise held by each Company as of the Closing Date, (ii) common names, addresses and uses of each such real property (stating improvements located thereon) and (iii) other information relating thereto required by such Schedule. Except as described in Schedule 5(b) attached hereto: (i) no Company has entered into any leases, subleases, tenancies, franchise agreements, licenses or other occupancy arrangements as owner, lessor, sublessor, licensor, franchisor or grantor with respect to any of the real property described in Schedule 5(a) and (ii) no Company has any leases of real property which require the consent of the landlord, tenant or other party thereto to the transactions described in the Security Agreements.

6. Stock Ownership and Other Equity Interests. Attached hereto as Schedule 6(a) is a true, correct and complete list of each of all of the authorized, and the issued and outstanding, stock, partnership interests, limited liability company membership interests or other equity interest of each Company (other than the Issuer) and, the record and beneficial owners of such stock, partnership interests, membership interests or other equity interests, and the percentage of the total amount of equity interests owned. Also set forth in Schedule 6(b) is each equity investment of each Company that represents 50% or less of the equity of the entity in which such investment was made setting forth the percentage of such equity interests owned.

7. Instruments and Tangible Chattel Paper. Attached hereto as Schedule 7 is a true and correct list of all promissory notes, instruments (other than checks to be deposited in the ordinary course of business), tangible chattel paper, electronic chattel paper and other evidence of indebtedness held by each Company as of the date hereof, including all intercompany notes between or among each Company and any of its subsidiaries.

8. Intellectual Property.

(a) Attached hereto as Schedule 8(a) is a schedule setting forth all Intellectual Property owned by each Company, including all Patents and Trademarks applied for, registered or otherwise owned by any Company in any jurisdiction, together with, as applicable, the name of the registered owner or applicant, the registration, application or publication number, and jurisdiction of registration or application.

G-3

(b) Attached hereto as Schedule 8(b) is a schedule setting forth all Intellectual Property co-owned by each Company, including the name of each co-owner or registered owner, the registration, application or publication number, and jurisdiction of registration or application, as applicable.

(c) Attached hereto as Schedule 8(c) is a schedule setting forth all Patent Licenses, Trademark Licenses, Copyright Licenses and other licensed-in Intellectual Property rights held by each Company, including, but not limited to, the relevant signatory parties to each license along with the date of execution thereof and, if applicable, a recordation number or other evidence of recordation.

9. Deposit Accounts, Securities Accounts and Commodity Accounts. Attached hereto as Schedule 9 is a true, correct and complete list of all deposit accounts, securities accounts and commodity accounts maintained by each Company, including the name of each institution where each such account is held, the name of each such account and the name of each entity that holds each account.

10. Insurance. Attached hereto as Schedule 10 is a true, correct and complete list of all insurance policies of each Company.

11. Other Assets. Attached hereto as Schedule 11 is a true, correct and complete list of all of the following types of assets, if any, owned or held by each Company: (a) all agreements and contracts with any governmental authority, (b) all aircraft and airplanes, and (c) all ships, boats vessels.

[The remainder of this page has been intentionally left blank]

G-4

IN WITNESS WHEREOF, the undersigned has hereunto this Perfection Certificate as of the date first written above.

	VERAXA BIOTECH HOLDING AG,
	a public limited company organized under the Laws of Switzerland

	By:
		Name:
		Title:

[Signature Page to Perfection Certificate]

G-5

Exhibit H

Form of Amendments

Artikel 3a – Bedingtes Kapital		Article 3a – Conditional Capital¹

Das Aktienkapital der Gesellschaft wird im Maximalbetrag von CHF 459’424 erhöht durch Ausgabe von höchstens 52’029’768 vollständig zu liberierenden Namenaktien mit einem Nennwert von je CHF 100/11’325 durch Ausübung von Rechten oder Anwartschaften auf Erwerb von Aktien (Erwerbsrechte), welche: (a) in Verbindung mit Anleihens- oder ähnlichen Instrumenten, einschliesslich Wandel- oder Optionsanleihen, Darlehen oder anderer Finanzierungsinstrumente, der Gesellschaft oder von Konzerngesellschaften (zusammen nachfolgend “aktiengebundene Finanzierungsinstrumente” genannt) eingeräumt oder auferlegt werden; oder (b) an beliebige Personen (seien es Aktionäre oder Dritte) eingeräumt werden (nachfolgend “Warrants” genannt).		The share capital of the Company may be increased by up to CHF 459’424 by the issue of up to 52’029’768 fully-paid-up registered shares with a par value of CHF 100/11’325 each by exercising rights or entitlements to acquire shares (acquisition rights), which are: (a) granted or imposed in connection with bonds or similar instruments, including convertible bonds or bonds with warrants, loans or other financing instruments, of the Company or of consolidated subsidiaries (hereinafter collectively the “Equity-Linked Financing Instruments”), or (b) granted to any persons (whether shareholders or third parties) (hereinafter referred to as “Warrants”).

Das Bezugsrecht der Aktionäre ist ausgeschlossen.		Existing shareholders’ subscription rights are excluded.

Der Verwaltungsrat ist ermächtigt, bei der Ausgabe von aktiengebundenen Finanzierungsinstrumenten und bei Warrants das Vorwegzeichnungsrecht der Aktionäre zu beschränken oder aufzuheben im Zusammenhang mit (a) der Finanzierung (einschliesslich Refinanzierung) des Erwerbs von Unternehmen, Unternehmensteilen, Beteiligungen oder von neuen Investitionsvorhaben der Gesellschaft oder (b) der Emission auf nationalen oder internationalen Kapitalmärkten oder der Ausgabe an einen oder mehrere strategische Investoren oder Finanzinvestoren.		The Board of Directors is authorized, when issuing Equity-Linked Financing Instruments and Warrants to restrict or cancel shareholders’ advance subscription rights in connection with (a) the financing (including refinancing) of the acquisition of companies, parts of companies, participations or new investment projects of the Company, or (b) the issue on national or international capital markets or to one or more strategic or financial investors.

Soweit das Vorwegzeichnungsrecht ausgeschlossen ist, sind (i) die aktiengebundenen Finanzierungsinstrumente zu Marktbedingungen zu platzieren, (ii) die Ausübungsfrist der Wandelrechte auf höchstens zwanzig Jahre und jene der Optionsrechte auf höchstens zehn Jahre ab dem Zeitpunkt der Emission (oder einer Neufestsetzung der Bedingungen) anzusetzen und (iii) der Wandel- oder Ausübungspreis oder die Berechnungsmethode eines solchen Preises für die neuen Aktien entsprechend Marktbedingungen und -praxis im Zeitpunkt der Emission der aktiengebundenen Finanzierungsinstrumente, der Neufestsetzung der Bedingungen oder der Ausgabe von neuen Aktien festzulegen.		Insofar as the right of advance subscription is excluded, the following conditions shall apply: (i) the Equity-Linked Financing Instruments are to be placed at market conditions; (ii) the exercise period of the conversion rights is to be set at a maximum of 20 years and that of the option rights at a maximum of 10 years from the date of the issue (or of a re-setting of the terms and conditions); and (iii) the conversion or exercise price or the calculation methodology for such price for the new shares is to be set in line with market conditions and practice prevailing at the time of the issue of the Equity-Linked Financing Instruments, of a re-setting of the terms and conditions, or of the new shares.

Die Erwerbsrechte sind mittels schriftlicher Mitteilung an die Gesellschaft oder in einer anderen vom Verwaltungsrat festgelegten Form auszuüben.		Acquisition Rights shall be exercised by way of written notice to the company or in another form as determined by the board of directors.

NTD: Conditional capital to amount to 50% of the Company’s outstanding share capital on the date of the adoption of the Amendment.

H-1

Artikel 3d – Kapitalband		Article 3d – Capital Band

Der Verwaltungsrat ist ermächtigt, jederzeit bis zum 31. Dezember 2030 das derzeitige Aktienkapital der Gesellschaft durch die Ausgabe von maximal 70’662’564 Namenaktien mit einem Nennwert von je CHF 100/11’325 um nominal maximal CHF 623’952 zu erhöhen, wobei die obere Grenze des Kapitalbands nominal CHF 1’871’856 und die untere Grenze nominal CHF 1’247’904 beträgt. Mehrfache Erhöhungen (auch in Teilbeträgen) im Rahmen des Kapitalbands, der Befristung und der nachfolgenden Bestimmungen sind zulässig.		The Board of Directors is authorised to increase the current share capital of the Company at any time until 31 December 2030 by a maximum nominal amount of CHF 623,952 by issuing a maximum of 70,662,564 registered shares with a par value of CHF 100/11,325 each (common shares), whereby the upper limit of the capital band is nominally CHF 1,871,856 and the lower limit is nominally CHF 1,247,904. Multiple increases (also in instalments) within the framework of the capital band, the time limit and the following provisions are permitted.

Der Verwaltungsrat legt den Ausgabebetrag, die Art der Einlagen, den Zeitpunkt der Ausgabe, die Bedingungen der Bezugsrechtsausübung und den Beginn der Dividendenberechtigung fest. Dabei kann der Verwaltungsrat neue Aktien mittels Festübernahme durch eine Bank oder einen anderen Dritten und anschliessenden Angebots an die bisherigen Aktionäre ausgeben. Der Verwaltungsrat ist ermächtigt, den Handel mit Bezugsrechten zu beschränken oder auszuschliessen. Nicht ausgeübte Bezugsrechte kann der Verwaltungsrat verfallen lassen oder diese bzw. die Aktien, für welche Bezugsrechte eingeräumt, aber nicht ausgeübt werden, zu Marktkonditionen platzieren oder anderweitig im Interesse der Gesellschaft verwenden.		The Board of Directors shall determine the amount of share capital to be issued, the type of contribution, the date of issue, the conditions governing the exercise of subscription rights and the commencement of dividend entitlement. The Board of Directors may issue new shares which are underwritten by a bank or other third party and subsequently offered to existing shareholders. The Board of Directors is authorised to restrict or to prohibit trading in the subscription rights to the new shares. In the event of subscription rights not being exercised, the Board of Directors may, at its discretion, either allow such rights to expire worthless, or place them or the shares to which they entitle their holders either at market prices or in some other manner commensurate with the interests of the Company.

Der Verwaltungsrat ist ermächtigt, die Be-zugsrechte der Aktionäre zu entziehen oder zu beschränken und Bezugsrechte einzelnen Aktionären oder Dritten zuzuweisen:		The Board of Directors is authorized to withdraw or limit the subscription rights of shareholders and to allocate subscription rights to individual shareholders or third parties:

(i) sofern die Aktien für die Übernahme von Unternehmen, Unternehmensteilen oder Beteiligungen oder für die Finanzierung oder Refinanzierung solcher Transaktionen, die Umwandlung von Darlehen oder Wertschriften in Aktien, die Finanzierung von neuen Investitionsvorhaben der Gesellschaft, den Erwerb oder die Finanzierung von Produkten, geistigem Eigentum oder Lizenzen oder die Finanzierung von strategischen Initiativen verwendet werden;		(i) of the new shares being used to acquire companies, parts thereof or participations, or for the financing or refinancing of such transactions, for the conversion of loans or securities into shares, for the financing of new investment projects undertaken, the acquisition or financing of products, intellectual property or licenses, or the financing of strategic initiatives undertaken by the Company;

(ii) sofern die Aktien zum Zwecke der Erweiterung des Aktionärskreises im Zusammenhang mit der Kotierung der Aktien an einer Börse, um den Streubesitz zu erhöhen, oder zur Beteiligung von strategischen Partnern verwendet werden;		(ii) of the new shares being used either to extend the shareholder base in conjunction with the listing of the shares on any stock exchange to increase the free float or for investment by strategic partners;

(iii) im Fall nationaler oder internationaler (auch privater) Platzierung von Aktien zu Marktkonditionen; oder		(iii) of the new shares being placed nationally or internationally (including by way of private placement) at market conditions;

(iv) sofern die Aktien zum Zwecke einer raschen und flexiblen Beschaffung von Eigenkapital, welche ohne Beschränkung oder Ausschluss des Bezugsrechts nur schwer oder zu schlechteren Bedingungen möglich wäre.		(iv) the new shares being issued for the for the purpose of raising equity capital in a swift and flexible manner, where such raising of capital would be difficult or would only be possible at less favorable conditions if the subscription rights to the new shares were not restricted or withdrawn;

H-2

Exhibit I

Form of Voting Agreement

I-1

Execution Version

VOTING AGREEMENT

This VOTING AGREEMENT (this “Agreement”), dated as of May [●], 2026, is entered into by and between the undersigned shareholder (the “Shareholder”) of Veraxa Biotech Holding AG, a company limited by shares organized under the Laws of Switzerland (the “Company”), and Voyager Acquisition Sponsor Holdco LLC, a Delaware limited liability company (the “Sponsor”). The Company, the Sponsor and the Shareholder are each sometimes referred to herein individually as a “Party” and collectively as the “Parties.” Capitalized terms that are used but not defined herein shall have the meaning ascribed to them in the Purchase Agreement (as defined below).

RECITALS

A. The Company previously entered into that certain Securities Purchase Agreement, dated as of May [●], 2026, with Veraxa Biotech AG, Voyager Acquisition Corp. and the Buyers party thereto (as the same may be amended from time to time, the “Purchase Agreement”), providing for, among other things, the sale to the Buyers of the Purchased Securities pursuant to the terms and conditions of the Purchase Agreement and the Transaction Documents.

B. Under the terms of the Purchase Agreement, the Company agreed to ask shareholders to approve an amendment of its conditional capital (article 3a of the Company’s articles of association) and capital band (article 3d of the Company’s articles of association), as further specified in Exhibit G to the Purchase Agreement (the “Requisite Shareholder Approval”), a copy of which has been shared with each Party.

C. In order to induce the Buyers to enter into the Purchase Agreement and the Transaction Documents, and for good and valuable consideration, the sufficiency of which is hereby acknowledged, the Shareholder hereby makes certain representations, warranties, covenants, and agreements as set forth in this Agreement with respect to the Company’s ordinary shares, CHF 1/113.25 par value (the “Company Shares”) Beneficially Owned (as defined below) by the Shareholder and set forth below the Shareholder’s signature on the signature page hereto (the “Original Shares” and, together with any additional Company Shares pursuant to Section 7 hereof, the “Shares”).

AGREEMENT

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1. Definitions. When used in this Agreement, the following terms in all of their tenses, cases, and correlative forms shall have the meanings assigned to them in this Section 1.

(a) “Beneficially Own” or “Beneficial Ownership” has the meaning assigned to such term in article 697j of the Swiss Code of Obligations (“CO”), and a Person’s beneficial ownership of securities shall be calculated in accordance with the provisions of such article (in each case, irrespective of whether or not such rule is actually applicable in such circumstance). For the avoidance of doubt, “Beneficially Own” and “Beneficial Ownership” shall also include record ownership of securities.

(b) “Beneficial Owner” shall mean the Person who Beneficially Owns the referenced securities.

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2. Representations of Shareholder. The Shareholder represents and warrants to the Company and the Sponsor that:

(a) Ownership of Shares. The Shareholder: (i) is the Beneficial Owner of all of the Original Shares set forth below the Shareholder’s signature on the signature pages hereto free and clear of any proxy, voting restriction, adverse claim, or other liens, other than those created by this Agreement or under applicable laws; and (ii) has the sole voting power over all such Original Shares. Except pursuant to this Agreement, there are no options, warrants, or other rights, agreements, arrangements, or commitments of any character to which the Shareholder is a party relating to the pledge, disposition, or voting of any such Original Shares and there are no voting trusts or voting agreements with respect to such Original Shares.

(b) Disclosure of All Shares Owned. The Shareholder does not Beneficially Own any Company Shares other than: (i) the Original Shares set forth below the Shareholder’s signature on the signature pages hereto; and (ii) any options, warrants, or other rights to acquire any additional Company Shares or any security exercisable for or convertible into Company Shares, set forth below the Shareholder’s signature on the signature pages hereto (collectively, “Options”).

(c) Power and Authority; Binding Agreement. If the Shareholder is an individual, the Shareholder has full power and authority and legal capacity to enter into, execute, and deliver this Agreement and to perform fully the Shareholder’s obligations hereunder (including the proxy described in Section 3(b) below). If the Shareholder is not an individual, the Shareholder has requisite organizational power and authority to enter into, execute, and deliver this Agreement and to perform fully the Shareholder’s obligations hereunder (including the proxy described in Section 3(b) below). This Agreement has been duly and validly executed and delivered by the Shareholder and constitutes the legal, valid, and binding obligation of the Shareholder, enforceable against the Shareholder in accordance with its terms.

(d) No Conflict. The execution and delivery of this Agreement by the Shareholder does not, and the consummation of the transactions contemplated hereby and the compliance with the provisions hereof will not, conflict with or violate any law applicable to the Shareholder or result in any breach of or violation of, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration, or cancellation of, or result in the creation of any lien on any of the Company Shares attributable to the Shareholder pursuant to, any agreement or other instrument or obligation binding upon the Shareholder or any of the Company Shares attributable to the Shareholder.

(e) No Consents. No consent, approval, order, or authorization of, or registration, declaration, or filing with, any governmental authority or any other person on the part of the Shareholder is required in connection with the valid execution and delivery of this Agreement. If the Shareholder is an individual, no consent of the Shareholder’s spouse is necessary under any “community property”, matrimonial or other laws in order for the Shareholder to enter into and perform its obligations under this Agreement.

(f) No Litigation. There is no action, suit, investigation, or proceeding (whether judicial, arbitral, administrative, or other) pending against, or, to the knowledge of the Shareholder, threatened against or affecting, the Shareholder that could reasonably be expected to materially impair or materially adversely affect the ability of the Shareholder to perform the Shareholder’s obligations hereunder or to consummate the transactions contemplated by this Agreement on a timely basis.

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3. Agreement to Vote Shares; Proxy.

(a) Agreement to Vote and Approve. The Shareholder irrevocably and unconditionally agrees during the term of this Agreement, at any annual or extraordinary shareholders’ meeting of the Company called with respect to the approval contemplated by the Requisite Shareholder Approval, and at every adjournment or postponement thereof, and on every action or approval by written consent or consents of the Company shareholders with respect to such matter, to vote or cause the holder of record to vote the Shares in favor of providing the Requisite Shareholder Approval.

(b) Proxy. The Shareholder hereby appoints Adeel Rouf (the “Representative”), until the Expiration Time (as defined below) (at which time this proxy shall automatically be revoked), its proxy and attorney-in-fact, with full power of substitution and resubstitution, to vote or act during the term of this Agreement with respect to the Shares in accordance with Section 3(a). For the avoidance of doubt, the Representative shall not act or be appointed by the Company as a company proxy (Organstimmrechtsvertreter) in the sense of art. 689d(2) CO and, thus, the Representative shall not be bound by instructions given by the Company with respect to the Shares but shall vote or act with respect to the Shares solely in accordance with Section 3(a) and Section 4(b). This proxy and power of attorney is given to secure the performance of the duties of the Shareholder under this Agreement. The Shareholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy, in particular, any additional power of attorney or other document as the Company, the Sponsor, the Representative or a public notary may require or deem to be useful to evidence the Shareholder being duly represented at the relevant annual or extraordinary shareholders’ meeting of the Company. This proxy and power of attorney granted by the Shareholder during the term of this Agreement shall be deemed to revoke any and all prior proxies granted by the Shareholder with respect to the Shares. The power of attorney granted by the Shareholder herein is a durable power of attorney and shall survive the bankruptcy, death, or incapacity of the Shareholder. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement.

(c) The Shareholder, the Representative and the Sponsor shall be jointly and severally liable for each breach of Section 3(a) or (b) or Section 4(b) (for the avoidance of doubt, including without limitation in case any of the Representatives appointed in accordance with Section 3(b) is not duly representing and voting the Shares in accordance with Section 3(a) or Section 4(b) or in case the Shareholder fails to otherwise vote or cause the holder of record to vote the Shares in favor of providing the Requisite Shareholder Approval). Such liability shall include a contractual penalty in the amount of CHF 1,000,000 paid to the Company for each time the Shares are not voted in favor of the Requisite Shareholder Approval (x) at a shareholders’ meeting of the Company at which, or, and at every adjournment or postponement thereof, or (y) on an action or approval by written consent or consents of the Company shareholders with respect to such matter. Payment of a contractual penalty does not release any Party from adhering to its obligations under Sections 3(a) and (b) or Section 4(b). Each of the Shareholder, the Representative and the Sponsor acknowledges that the Company has the right to claim compensation for any further damage caused by the Shareholder, the Representative or the Sponsor under this Agreement, in particular, for the cost incurred by the Company for calling a further shareholder’s meeting with respect to the approval contemplated by the Requisite Shareholder Approval because the Requisite Shareholder Approval not having been approved at a previous shareholders’ meeting as a result of a breach of the obligations of the Shareholder, the Representative or the Sponsor under Sections 3(a) and (b) or Section 4(b) as well as additional funding costs resulting from the Requisite Shareholder Approval not being timely obtained, and to demand specific performance.

4. Representative and Sponsor Matters.

(a) Each of the Representative and the Sponsor represents and warrants to the Company that:

(i)

If it is an individual, it has full power and authority and legal capacity to enter into, execute, and deliver this Agreement and to perform fully its obligations hereunder. If it is not an individual, it has requisite organizational power and authority to enter into, execute, and deliver this Agreement and to perform fully its obligations hereunder.

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(ii)

It has duly and validly executed and delivered this Agreement, and this Agreement constitutes the legal, valid, and binding obligation of the Representative and the Sponsor, enforceable against the Representative and the Sponsor (as applicable) in accordance with its terms.

(iii)

The execution and delivery of this Agreement by the Representative and Sponsor does not, and the consummation of the transactions contemplated hereby and the compliance with the provisions hereof will not, conflict with or violate any law applicable to the Representative or Sponsor.

(iv)

No consent, approval, order, or authorization of, or registration, declaration, or filing with, any governmental authority or any other person on the part of the Representative or Sponsor is required in connection with the valid execution and delivery of this Agreement.

(b) Each of the Representative and Sponsor irrevocably and unconditionally agrees during the term of this Agreement that the Representative shall, and the Sponsor shall cause the Representative to, at any annual or extraordinary shareholders’ meeting of the Company called with respect to the approval contemplated by the Requisite Shareholder Approval, and at every adjournment or postponement thereof, and on every action or approval by written consent or consents of the Company shareholders with respect to such matter, vote or act with respect to the Shares, as proxy and attorneys-in-fact of the Shareholder pursuant to Section 3(b), in favor of providing the Requisite Shareholder Approval in accordance with Section 3(a).

5. No Voting Trusts or Other Arrangement. The Shareholder agrees that during the term of this Agreement the Shareholder will not, and will not permit any entity under the Shareholder’s control to, deposit any of the Shares in a voting trust, grant any proxies with respect to the Shares, or subject any of the Shares to any arrangement with respect to the voting of the Shares other than agreements entered into with the Company.

6. Transfer and Encumbrance. The Shareholder agrees that for a period commencing upon the execution of the Purchase Agreement and ending at the Expiration Time, the Shareholder will not, directly or indirectly, transfer, sell, offer, exchange, assign, pledge, convey any legal or Beneficial Ownership interest in or otherwise dispose of (by merger (including by conversion into securities or other consideration), by tendering into any tender or exchange offer, by testamentary disposition, by operation of law, or otherwise), or encumber (“Transfer”) any of the Shares or enter into any contract, option, or other agreement with respect to, or consent to, a Transfer of, any of the Shares or the Shareholder’s voting or economic interest therein. Any attempted Transfer of Shares or any interest therein in violation of this Section 6 shall be null and void. This Section 6 shall not prohibit a Transfer of the Shares by the Shareholder to (i) any member of the Shareholder’s immediate family, (ii) to a trust or foundation for the benefit of the Shareholder or any member of the Shareholder’s immediate family, (iii) upon the death of the Shareholder or (iv) to an affiliate of the Shareholder; provided, that a Transfer referred to in this sentence shall be permitted only if, as a precondition to such Transfer, the transferee enters into a voting agreement with terms that are similar to the terms of this Agreement in all material respects.

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7. Additional Shares. The Shareholder agrees that all Company Shares that the Shareholder or its affiliates purchases, acquires the right to vote, or otherwise acquires Beneficial Ownership of, after the execution of this Agreement and prior to the Expiration Time shall be subject to the terms and conditions of this Agreement and shall constitute Shares for all purposes of this Agreement. In the event of any stock split, stock dividend, merger, reorganization, recapitalization, reclassification, combination, exchange of shares, or the like of the capital stock of the Company affecting the Shares, the terms of this Agreement shall apply to the resulting securities and such resulting securities shall be deemed to be “Shares” for all purposes of this Agreement.

8. Termination. This Agreement shall terminate upon the earliest to occur of (the “Expiration Time”): (a) the date on which the Purchase Agreement is terminated in accordance with its terms; (b) the termination of this Agreement by mutual written consent of the Parties; and (c) the date on which the Requisite Shareholder Approval is obtained. Nothing in this Section 8 shall relieve or otherwise limit the liability of any Party for any intentional breach of this Agreement prior to such termination.

9. No Agreement as Director or Officer. The Shareholder makes no agreement or understanding in this Agreement in its capacity as a director or officer of the Company or any of its subsidiaries (if the Shareholder holds such office), and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by the Shareholder in its capacity as such a director or officer, and no such actions or omissions shall be deemed a breach of this Agreement; or (b) will be construed to prohibit, limit, or restrict the Shareholder from exercising its fiduciary duties as an officer or director to the Company or its shareholders.

10. Further Assurances. The Shareholder agrees, from time to time, and without additional consideration, to execute and deliver such additional proxies, documents, and other instruments and to take all such further action as the Company or Sponsor may reasonably request to consummate and make effective the transactions contemplated by this Agreement.

11. Stop Transfer Instructions. At all times commencing with the execution and delivery of this Agreement and continuing until the Expiration Time, in furtherance of this Agreement, the Shareholder hereby authorizes the Company or Sponsor or their counsel to notify the Company (in the case of the Sponsor) and the Company’s transfer agent that there is a stop transfer order with respect to all of the Shares (and that this Agreement places limits on the voting and transfer of the Shares), subject to the provisions hereof and provided that any such stop transfer order and notice will immediately be withdrawn and terminated by the Company following the Expiration Time.

12. Specific Performance. Each Party hereto acknowledges that it will be impossible to measure in money the damage to the other Party if a Party hereto fails to comply with any of the obligations imposed by this Agreement, that every such obligation is material and that, in the event of any such failure, the other Party will not have an adequate remedy at law or damages. Accordingly, each Party hereto agrees that injunctive relief or other equitable remedy, in addition to remedies at law or damages, is the appropriate remedy for any such failure and will not oppose the seeking of such relief on the basis that the other Party has an adequate remedy at law. Each Party hereto agrees that it will not seek, and agrees to waive any requirement for, the securing or posting of a bond in connection with the other Party’s seeking or obtaining such equitable relief.

13. Amendment; Assignment. No provision of this Agreement may be amended other than by an instrument in writing signed by the Company and the Shareholder. No Party to this Agreement may assign any of its rights or obligations under this Agreement without the prior written consent of the other Party hereto, except that the Company may assign, in its sole discretion, all or any of its rights, interests and obligations hereunder to any of its affiliates or to any party that acquires all or substantially all of the assets of the Company (whether by merger, sale of stock, sale of assets or otherwise). Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the Parties and their respective permitted successors and assigns. Any assignment contrary to the provisions of this Section 13 shall be null and void.

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14. No Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.

15. Notices. Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by electronic mail (provided that such sent email is kept on file (whether electronically or otherwise) by the sending party and the sending party does not receive an automatically generated message from the recipient’s email server that such e-mail could not be delivered to such recipient); or (iii) one (1) Business Day after deposit with an overnight courier service with next day delivery specified, in each case, properly addressed to the party to receive the same. The addresses and e-mail addresses for such communications shall be:

If to the Company:

Veraxa Biotech Holding AG
Talacker 35
Attention: Christoph Antz
E-Mail: [email protected]

With a copy (for informational purposes only) to:

Duane Morris LLP
901 New York Avenue N.W., Suite 700 East
Washington, D.C. 20001
Attention: Andrew M. Tucker; Rebekah D. McCorvey
E-Mail: [email protected]
[email protected]

If to the Sponsor:

Voyager Acquisition Sponsor Holdco LLC
131 Concord Street
Brooklyn, NY 11201
Attention: Adeel Rouf
E-Mail: [email protected]

With a copy (for informational purposes only) to:

Winston & Strawn LLP
800 Capital St. STE 2400
Houston, TX 77002
Attention: Michael J. Blankenship
E-Mail: [email protected]

If to the Shareholder, to the address, email address, or facsimile number set forth for the Shareholder on the signature pages hereof.

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16. Counterparts; Electronic Signatures. This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party. In the event that any signature is delivered by facsimile transmission or by an e-mail which contains a portable document format (.pdf) file of an executed signature page, such signature page shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such signature page were an original thereof.

17. Severability. If any provision of this Agreement is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect the validity of the remaining provisions of this Agreement so long as this Agreement as so modified continues to express, without material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s).

18. Headings; Gender; Interpretation. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. Unless the context clearly indicates otherwise, each pronoun herein shall be deemed to include the masculine, feminine, neuter, singular and plural forms thereof. The terms “including,” “includes,” “include” and words of like import shall be construed broadly as if followed by the words “without limitation.” The terms “herein,” “hereunder,” “hereof” and words of like import refer to this entire Agreement instead of just the provision in which they are found. Unless the context otherwise requires, references herein: (x) to Articles, Sections, Schedules and Exhibits mean the Articles and Sections of, and Schedules and Exhibits attached to, this Agreement; (y) to an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder.

19. Entire Agreement; Amendments. This Agreement supersedes all other prior oral or written agreements between the Parties, including, without limitation. No provision of this Agreement may be amended other than by an instrument in writing signed by the Parties. No waiver shall be effective unless it is in writing and signed by an authorized representative of the waiving party.

20. Successors. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns.

21. Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party. No specific representation or warranty shall limit the generality or applicability of a more general representation or warranty. Each and every reference to share prices, ordinary shares of the Company, and any other numbers in this Agreement that relate to the ordinary shares of the Company, shall be automatically adjusted for any stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions that occur with respect to the ordinary shares of the Company after the date of this Agreement.

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22. Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) this Agreement, whenever the Sponsor or the Company exercises a right, election, demand or option under this Agreement and the Shareholder, the Sponsor or the Representative (as applicable) does not timely perform its related obligations within the periods therein provided or if no period is prescribed, within a reasonable period of time, then the Sponsor or the Company (as applicable) may rescind or withdraw, in its sole discretion from time to time upon written notice to the Shareholder, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights.

23. Payment Set Aside; Currency. To the extent that the Parties make a payment or payments hereunder or the Company or Sponsor enforces or exercises its rights hereunder or thereunder, and such payment or payments or the proceeds of such enforcement or exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged by or are required to be refunded, repaid or otherwise restored to the Shareholder or Sponsor, as applicable, a trustee, receiver or any other person under any law (including, without limitation, any bankruptcy law, foreign, state or federal law, common law or equitable cause of action), then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred. Unless otherwise expressly indicated, all dollar amounts referred to in this Agreement are in United States Dollars (“U.S. Dollars”), and all amounts owing under this Agreement shall be paid in U.S. Dollars. All amounts denominated in other currencies (if any) shall be converted into the U.S. Dollar equivalent amount in accordance with the Exchange Rate on the date of calculation. “Exchange Rate” means, in relation to any amount of currency to be converted into U.S. Dollars pursuant to this Agreement, the U.S. Dollar exchange rate as published in the Wall Street Journal on the relevant date of calculation.

24. Judgment Currency.

(a) If for the purpose of obtaining or enforcing judgment against the Shareholder or the Sponsor in connection with this Agreement in any court in any jurisdiction it becomes necessary to convert into any other currency (such other currency being hereinafter in this Section 24(a) referred to as the “Judgment Currency”) an amount due in U.S. Dollars under this Agreement, the conversion shall be made at the Exchange Rate prevailing on the Business Day immediately preceding: (a) the date actual payment of the amount due, in the case of any proceeding in the Courts of the City of Zurich or in the courts of any other jurisdiction that will give effect to such conversion being made on such date; or (b) the date on which the foreign court determines, in the case of any proceeding in the courts of any other jurisdiction (the date as of which such conversion is made pursuant to this Section 24(a) being hereinafter referred to as the “Judgment Conversion Date”).

(b) If in the case of any proceeding in the court of any jurisdiction referred to in Section 26, there is a change in the Exchange Rate prevailing between the Judgment Conversion Date and the date of actual payment of the amount due, the applicable party shall pay such adjusted amount as may be necessary to ensure that the amount paid in the Judgment Currency, when converted at the Exchange Rate prevailing on the date of payment, will produce the amount of U.S. Dollars which could have been purchased with the amount of Judgment Currency stipulated in the judgment or judicial order at the Exchange Rate prevailing on the Judgment Conversion Date.

(c) Any amount due from the Shareholder or the Sponsor under this provision shall be due as a separate debt and shall not be affected by judgment being obtained for any other amounts due under or in respect of this Agreement.

25. Governing Law; Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Agreement, and any claim arising out of or in connection therewith, shall be governed by the substantive laws of Switzerland, excluding its rules on conflict of laws and excluding international treaties. Any dispute arising out of or in connection with this Agreement, including disputes on its conclusion, binding effect, amendment and termination, shall be exclusively resolved by the ordinary courts of the City of Zurich, Switzerland, venue being Zurich 1.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the Parties hereto have executed and delivered this Agreement as of the date first written above.

	VERAXA BIOTECH HOLDING AG

	By:
	Name:
	Title:

	VOYAGER ACQUISITION SPONSOR HOLDCO LLC

	By:
	Name:
	Title:

	[SHAREHOLDER]

	By:
	Name:
	Number of Company Shares Beneficially Owned as of the date of this Agreement: Number of Options Beneficially Owned as of the date of this Agreement: Street Address: City/State/Zip Code: Email:

[Signature Page to Voting Agreement]

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Exhibit I-1

Form of Sponsor Voting Agreement

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Execution Version

VOTING AGREEMENT

This VOTING AGREEMENT (this “Agreement”), dated as of May [●], 2026, is entered into by and between Veraxa Biotech Holding AG, a company limited by shares organized under the Laws of Switzerland (the “Company”), Voyager Acquisition Sponsor Holdco LLC, a Delaware limited liability company (the “Sponsor”), and Adeel Rouf (the “Representative”). The Company, the Sponsor and the Representative are each sometimes referred to herein individually as a “Party” and collectively as the “Parties.” Capitalized terms that are used but not defined herein shall have the meaning ascribed to them in the Purchase Agreement (as defined below).

RECITALS

A. The Company and the Sponsor previously entered into that certain Securities Purchase Agreement, dated as of May [●], 2026, with Veraxa Biotech AG and the Buyers party thereto (as the same may be amended from time to time, the “Purchase Agreement”), providing for, among other things, the sale to the Buyers of the Purchased Securities pursuant to the terms and conditions of the Purchase Agreement and the Transaction Documents.

C. Pursuant to the Purchase Agreement, certain shareholders (the “Covered Shareholders”) of the Company have entered into agreements (the “Shareholder Voting Agreements”) requiring, among other things, such Covered Shareholders to, at any annual or extraordinary shareholders’ meeting of the Company called with respect to the approval contemplated by the Requisite Shareholder Approval, and at every adjournment or postponement thereof, and on every action or approval by written consent or consents of the Company’s shareholders with respect to such matter, to vote or cause the holder of record to vote the Company’s ordinary shares, CHF 1/113.25 par value, beneficially owned by such Covered Shareholder (the “Covered Shares”) in favor of providing the Requisite Shareholder Approval.

D. Pursuant to the Shareholder Voting Agreements, each Covered Shareholder has appointed the Representative, until the Expiration Time (with respect to such Covered Shareholder, as defined in such Shareholder Voting Agreement) (at which time each such proxy shall automatically be revoked), as its proxy and attorney-in-fact (such appointment, the “Proxy Appointment”), with full power of substitution and resubstitution, to vote each Covered Shareholder’s Covered Shares in favor of providing the Requisite Shareholder Approval.

E. In order to induce the Buyers to enter into the Purchase Agreement and the Transaction Documents, and for good and valuable consideration, the sufficiency of which is hereby acknowledged, the Sponsor and the Representative hereby make certain representations, warranties, covenants, and agreements as set forth in this Agreement with respect to the Proxy Appointment.

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AGREEMENT

1. Representations of Shareholder. Each of the Representative and the Sponsor represents and warrants to the Company that:

(a) If it is an individual, it has full power and authority and legal capacity to enter into, execute, and deliver this Agreement and to perform fully its obligations hereunder. If it is not an individual, it has requisite organizational power and authority to enter into, execute, and deliver this Agreement and to perform fully its obligations hereunder.

(b) It has duly and validly executed and delivered this Agreement, and this Agreement constitutes the legal, valid, and binding obligation of the Representative and the Sponsor, enforceable against the Representative and the Sponsor (as applicable) in accordance with its terms.

(c) The execution and delivery of this Agreement by the Representative and Sponsor does not, and the consummation of the transactions contemplated hereby and the compliance with the provisions hereof will not, conflict with or violate any law applicable to the Representative or Sponsor.

(d) No consent, approval, order, or authorization of, or registration, declaration, or filing with, any governmental authority or any other person on the part of the Representative or Sponsor is required in connection with the valid execution and delivery of this Agreement.

(e) There is no action, suit, investigation, or proceeding (whether judicial, arbitral, administrative, or other) pending against, or, to the knowledge of the Sponsor or the Representative, threatened against or affecting, the Sponsor or the Representative that could reasonably be expected to materially impair or materially adversely affect the ability of the Sponsor or the Representative to perform their respective obligations hereunder or to consummate the transactions contemplated by this Agreement on a timely basis.

2. Agreement to Vote Shares; Proxy.

(a) Each of the Representative and Sponsor irrevocably and unconditionally agrees during the term of this Agreement that the Representative shall, and the Sponsor shall cause the Representative to, at any annual or extraordinary shareholders’ meeting of the Company called with respect to the approval contemplated by the Requisite Shareholder Approval, and at every adjournment or postponement thereof, and on every action or approval by written consent or consents of the Company shareholders with respect to such matter, vote or act with respect to each Covered Shareholder’s Covered Shares, as proxy and attorney-in-fact of such Covered Shareholder pursuant to the Proxy Appointment applicable to such Covered Shareholder, in favor of providing the Requisite Shareholder Approval.

(b) The Representative and the Sponsor shall be jointly and severally liable for each breach of Section 2(a). Such liability shall include a contractual penalty in the amount of CHF 1,000,000 paid to the Company for each time the Covered Shares are not voted by the Representative in favor of the Requisite Shareholder Approval (x) at a shareholders’ meeting of the Company with respect to such matter and at every adjournment or postponement thereof, or (y) on an action or approval by written consent or consents of the Company shareholders with respect to such matter. Payment of a contractual penalty does not release any Party from adhering to its obligations under Section 2(a). Each of the Representative and the Sponsor acknowledges that the Company has the right to claim compensation for any further damage caused by the Representative or the Sponsor under this Agreement, in particular, for the cost incurred by the Company for calling a further shareholders’ meeting with respect to the approval contemplated by the Requisite Shareholder Approval because the Requisite Shareholder Approval not having been approved at a previous shareholders’ meeting as a result of a breach of the obligations of the Representative or the Sponsor under Section 2(a) as well as additional funding costs resulting from the Requisite Shareholder Approval not being timely obtained, and to demand specific performance.

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3. No Voting Arrangements or Assignments of Proxy. Each of the Sponsor and the Representative agree that during the term of this Agreement they will not enter into any arrangement with respect to the voting of the Covered Shares other than this Agreement and the Shareholder Voting Agreements. The Representative shall not assign, delegate, or transfer to any third party its duties or authority as proxy and attorney-in-fact for the Covered Shareholders with respect to the Covered Shares, whether by operation of law, agreement, or otherwise, and any purported assignment, delegation, or transfer in violation of this provision shall be null and void.

4. Termination. This Agreement shall terminate upon the earliest to occur of: (a) the date on which the Purchase Agreement is terminated in accordance with its terms; (b) the termination of this Agreement by mutual written consent of the Parties; and (c) the date on which the Requisite Shareholder Approval is obtained. Nothing in this Section 4 shall relieve or otherwise limit the liability of any Party for any intentional breach of this Agreement prior to such termination.

5. Further Assurances. The Sponsor and the Representative each agrees, from time to time, and without additional consideration, to execute and deliver such additional proxies, documents, and other instruments and to take all such further action as the Company may reasonably request to consummate and make effective the transactions contemplated by this Agreement.

6. Specific Performance. Each Party hereto acknowledges that it will be impossible to measure in money the damage to the other Party if a Party hereto fails to comply with any of the obligations imposed by this Agreement, that every such obligation is material and that, in the event of any such failure, the other Party will not have an adequate remedy at law or damages. Accordingly, each Party hereto agrees that injunctive relief or other equitable remedy, in addition to remedies at law or damages, is the appropriate remedy for any such failure and will not oppose the seeking of such relief on the basis that the other Party has an adequate remedy at law. Each Party hereto agrees that it will not seek, and agrees to waive any requirement for, the securing or posting of a bond in connection with the other Party’s seeking or obtaining such equitable relief.

7. Amendment; Assignment. No provision of this Agreement may be amended other than by an instrument in writing signed by the Company, the Sponsor and the Representative. No Party to this Agreement may assign any of its rights or obligations under this Agreement without the prior written consent of the other Parties hereto, except that the Company may assign, in its sole discretion, all or any of its rights, interests and obligations hereunder to any of its Affiliates or to any party that acquires all or substantially all of the assets of the Company (whether by merger, sale of stock, sale of assets or otherwise). Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the Parties and their respective permitted successors and assigns. Any assignment contrary to the provisions of this Section 6 shall be null and void.

8. No Third Party Beneficiaries. This Agreement is intended for the benefit of the Parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.

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9. Notices. Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by electronic mail (provided that such sent email is kept on file (whether electronically or otherwise) by the sending party and the sending party does not receive an automatically generated message from the recipient’s email server that such e-mail could not be delivered to such recipient); or (iii) one (1) Business Day after deposit with an overnight courier service with next day delivery specified, in each case, properly addressed to the party to receive the same. The addresses and e-mail addresses for such communications shall be:

If to the Company:

Veraxa Biotech Holding AG
Talacker 35
Attention: Christoph Antz
E-Mail: [email protected]

With a copy (for informational purposes only) to:

Duane Morris LLP
901 New York Avenue N.W., Suite 700 East
Washington, D.C. 20001
Attention: Andrew M. Tucker; Rebekah D. McCorvey
E-Mail: [email protected]
[email protected]

If to the Sponsor:

Voyager Acquisition Sponsor Holdco LLC
131 Concord Street
Brooklyn, NY 11201
Attention: Adeel Rouf
E-Mail: [email protected]

With a copy (for informational purposes only) to:

Winston & Strawn LLP
800 Capital St. STE 2400
Houston, TX 77002
Attention: Michael J. Blankenship
E-Mail: [email protected]

If to the Representative:

Adeel Rouf
c/o Voyager Acquisition Sponsor Holdco LLC
131 Concord Street
Brooklyn, NY 11201
E-Mail: [email protected]

10. Counterparts; Electronic Signatures. This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party. In the event that any signature is delivered by facsimile transmission or by an e-mail which contains a portable document format (.pdf) file of an executed signature page, such signature page shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such signature page were an original thereof.

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11. Severability. If any provision of this Agreement is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect the validity of the remaining provisions of this Agreement so long as this Agreement as so modified continues to express, without material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s).

12. Headings; Gender; Interpretation. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. Unless the context clearly indicates otherwise, each pronoun herein shall be deemed to include the masculine, feminine, neuter, singular and plural forms thereof. The terms “including,” “includes,” “include” and words of like import shall be construed broadly as if followed by the words “without limitation.” The terms “herein,” “hereunder,” “hereof” and words of like import refer to this entire Agreement instead of just the provision in which they are found. Unless the context otherwise requires, references herein: (x) to Articles, Sections, Schedules and Exhibits mean the Articles and Sections of, and Schedules and Exhibits attached to, this Agreement; (y) to an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder.

13. Entire Agreement; Amendments. This Agreement supersedes all other prior oral or written agreements between the Parties with respect to the subject matter hereof. No provision of this Agreement may be amended other than by an instrument in writing signed by the Parties. No waiver shall be effective unless it is in writing and signed by an authorized representative of the waiving Party.

14. Successors. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns.

15. Construction. The language used in this Agreement will be deemed to be the language chosen by the Parties to express their mutual intent, and no rules of strict construction will be applied against any Party. No specific representation or warranty shall limit the generality or applicability of a more general representation or warranty. Each and every reference to share prices, ordinary shares of the Company, and any other numbers in this Agreement that relate to the ordinary shares of the Company, shall be automatically adjusted for any stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions that occur with respect to the ordinary shares of the Company after the date of this Agreement.

16. Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) this Agreement, whenever the Company exercises a right, election, demand or option under this Agreement and the Sponsor or the Representative (as applicable) does not timely perform its related obligations within the periods therein provided or if no period is prescribed, within a reasonable period of time, then the Company may rescind or withdraw, in its sole discretion from time to time upon written notice to the Sponsor and the Representative, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights.

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17. Payment Set Aside; Currency. To the extent that the Parties make a payment or payments hereunder or the Company enforces or exercises its rights hereunder or thereunder, and such payment or payments or the proceeds of such enforcement or exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged by or are required to be refunded, repaid or otherwise restored to the Sponsor or Representative, as applicable, a trustee, receiver or any other Person under any law (including, without limitation, any bankruptcy law, foreign, state or federal law, common law or equitable cause of action), then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred. Unless otherwise expressly indicated, all dollar amounts referred to in this Agreement are in United States Dollars (“U.S. Dollars”), and all amounts owing under this Agreement shall be paid in U.S. Dollars. All amounts denominated in other currencies (if any) shall be converted into the U.S. Dollar equivalent amount in accordance with the Exchange Rate on the date of calculation. “Exchange Rate” means, in relation to any amount of currency to be converted into U.S. Dollars pursuant to this Agreement, the U.S. Dollar exchange rate as published in the Wall Street Journal on the relevant date of calculation.

18. Judgment Currency.

(a) If for the purpose of obtaining or enforcing judgment against the Sponsor or the Representative in connection with this Agreement in any court in any jurisdiction it becomes necessary to convert into any other currency (such other currency being hereinafter in this Section 18(a) referred to as the “Judgment Currency”) an amount due in U.S. Dollars under this Agreement, the conversion shall be made at the Exchange Rate prevailing on the Business Day immediately preceding:

(A)

the date of actual payment of the amount due, in the case of any proceeding in the Court of Chancery of the State of Delaware or in the courts of any other jurisdiction that will give effect to such conversion being made on such date; or

(B)

the date on which the foreign court determines, in the case of any proceeding in the courts of any other jurisdiction (the date as of which such conversion is made pursuant to this Section 18(a)(B) being hereinafter referred to as the “Judgment Conversion Date”).

(b) If in the case of any proceeding in the court of any jurisdiction referred to in Section 18(a)(B), there is a change in the Exchange Rate prevailing between the Judgment Conversion Date and the date of actual payment of the amount due, the applicable party shall pay such adjusted amount as may be necessary to ensure that the amount paid in the Judgment Currency, when converted at the Exchange Rate prevailing on the date of payment, will produce the amount of U.S. Dollars which could have been purchased with the amount of Judgment Currency stipulated in the judgment or judicial order at the Exchange Rate prevailing on the Judgment Conversion Date.

(c) Any amount due from the Sponsor or the Representative under this provision shall be due as a separate debt and shall not be affected by judgment being obtained for any other amounts due under or in respect of this Agreement or any other Transaction Document.

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19. Governing Law; Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of Delaware. The Company, the Sponsor and the Representative each hereby irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware, provided that if the Court of Chancery of the State of Delaware does not have jurisdiction, then to the other courts of the State of Delaware, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Nothing contained herein shall be deemed or operate to preclude the Company from bringing suit or taking other legal action against the Sponsor or the Representative in any other jurisdiction to collect on the Sponsor’s or the Representative’s obligations to the Company or to enforce a judgment or other court ruling in favor of the Company. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the Parties hereto have executed and delivered this Agreement as of the date first written above.

	VERAXA BIOTECH HOLDING AG

	By:
	Name:
	Title:

	VOYAGER ACQUISITION SPONSOR HOLDCO LLC

	By:
	Name:
	Title:

	REPRESENTATIVE

	By:
	Name:	Adeel Rouf

[Signature Page to Voting Agreement]

I-1-9

Exhibit 10.2

Execution Version

_____________ 2026

Veraxa Biotech GmbH
(as Pledgor)

and

HBC Collateral Agent LLC
(as Collateral Agent)

PLEDGE OF IP RIGHTS AGREEMENT

Maximilianstrasse 13
80539 Munich, Germany
Tel: +49.89.2080.3.8000

www.lw.com

Contact: Dr. Christian Jahn

CONTENTS

Clause		Page
1.	DEFINITIONS AND INTERPRETATION	2
2.	Security Interests	4
3.	Security purpose	6
4.	Information	6
5.	Notification of Third Parties and registration	6
6.	Inspection	7
7.	Bookkeeping and data-processing	7
8.	Authorisation	8
9.	Representations and Warranties	8
10.	Undertakings	9
11.	Enforcement	10
12.	Limitation of enforcement	11
13.	Independent and continuing security	14
14.	Release (Sicherheitenfreigabe)	14
15.	Waiver of defences	15
16.	Liability and Indemnity	15
17.	Costs and expenses	15
18.	Assignment	16
19.	Partial invalidity	16
20.	Amendments	16
21.	Waivers	16
22.	Notices and their language	16
23.	Governing law; jurisdiction	17
24.	Conclusion of this Agreement (Vertragsschluss)	17
Schedule 1 List of IP Rights		19
Schedule 2 Permitted IP		38

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This PLEDGE AGREEMENT regarding Intellectual Property Rights (the “Agreement”) is made

among:

(1)

Veraxa Biotech GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) organised under the laws of Germany, with its registered seat in Im Neuenheimer Feld 584, 69120 Heidelberg and registered with the commercial register at the local court of Mannheim under registration number HRB 740261 as pledgor (the “Pledgor”); and

(2)

HBC Collateral Agent LLC, a Delaware limited liability company, with business address at c/o Hudson Bay Capital Management LP 290 Harbor Drive, 3rd Floor, Stamford, CT 06902, USA, acting in its capacities as collateral agent for the benefit of the Holders (as defined below) (the “Collateral Agent”).

WHEREAS:

(A)

Veraxa Biotech AG a public limited company organized under the Laws of Switzerland with offices located at Talacker 35, 8001 Zurich, Switzerland (“Veraxa Biotech AG”) and Veraxa Biotech Holding AG, a company limited by shares organized under the Laws of Switzerland with offices located at Talacker 35, 8001 Zurich, Switzerland (the “Issuer”) have entered into a securities purchase agreement dated May on or about the date of this Agreement (the “Securities Purchase Agreement”) with Voyager Acquisition Corp., a Cayman Islands exempted company with offices located at 131 Concord Street, Brooklyn, NY 11201 (“Voyager”) and certain investors as buyers (the “Initial Holders”) relating to the offering of up to USD 27,500,000 aggregate principal amount of senior secured notes and designated as the Issuer’s “Senior Secured Notes due 2027” (the “Notes”).

(B)

VERAXA Biotech AG is party to a certain business combination agreement (as the same may be amended, restated or supplemented from time to time, the “Merger Agreement”), dated April 22, 2025, by and among the Issuer, Voyager, and the other parties thereto, pursuant to which, among other things, (i) Voyager will merge with and into Veraxa Cayman Merger Sub, an exempted company limited by shares incorporated under the laws of the Cayman Islands (“Merger Sub”), with Merger Sub surviving such merger and (ii) the VERAXA Biotech AG will merge with and into the Issuer, with the Issuer surviving such merger as a publicly traded company (collectively, the “deSPAC Transaction”).

(C)	The Pledgor is a 100% subsidiary of VERAXA Biotech AG.

(D)

It is a condition under the Securities Purchase Agreement that the Pledgor enters into certain security agreements, including the pledge of its rights and claims relating to its IP Rights (as defined below) to the Collateral Agent as security for its respective claims against the Issuer under and in connection with the Notes.

(E)

The Parties are aware that IP Rights (as defined below) enjoy protection not only in Germany, but in each country or state according to each local law applicable to them and that any pledge of IP Rights is subject to such local laws. This Agreement purports to pledge IP Rights in all countries and states worldwide but it is governed by German law. The pledge of IP Rights effected hereunder is valid, binding and enforceable in respect of the IP Rights to the extent they are protected in Germany but there is uncertainty whether the pledge is valid, binding and enforceable in other countries. If such other countries or states have specific requirements for a valid pledge of IP Rights, the pledge should be effected by an agreement governed by the law of that country or state.

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IT IS AGREED as follows:

1.	Definitions and Interpretation

1.1	Unless otherwise defined in this Agreement, words and expressions defined in the Securities Purchase Agreement or the Notes shall have the same meaning when used in this Agreement; furthermore, in this Agreement:

“Ancillary Rights” has the meaning set forth in the definition of IP Rights below.

“Business Days” means a day (other than a Saturday or Sunday) on which banks are open for general business in Heidelberg and New York City.

“Collateral Assets” means any and all IP Rights and all other assets of the Pledgor over which security interests will be created under this Agreement.

“Community Plant Variety” has the meaning as provided for in The Council of the European Union Regulation (EC) No. 2100/94 of 27 July 1994 on Community plant variety rights.

“Default” means any Default or Event of Default (as each such term is defined in the Notes) under the Notes.

“EU Trade Mark” has the meaning as provided for in article 1 of regulation (EU) No. 2017/1001 of the European Parliament and of the Council of 14 July 2017 on the European Union trade mark.

“European Union Design” has the meaning as provided for in article 1 of The Council Regulation (EC) No. 6/2002 of 12 December 2001 on European Union designs.

“Excluded IP Licenses” means the exclusive rights of the Pledgor set out in Schedule 1 Part 3 (List of IP Rights: Exclusive Rights of Use).

“Group” means the Issuer and each of its subsidiaries from time to time.

“Holders” means the Initial Holders and each future holder of any of the Notes.

“IP Register” means

(a)

the German Patent and Trade Mark Office (Deutsches Patent- und Markenamt);

(b)

the European Patent Office (Europäisches Patentamt);

(c)

the European Union Intellectual Property Office (Amt der Europäischen Union für geistiges Eigentum);

(d)

the Community Plant Variety Office (Gemeinschaftliches Sortenamt);

(e)

the World Intellectual Property Organisation (WIPO);

(f)

the United States Patent and Trademark Office; and

(g)

any other relevant authority in or outside of Germany to which this Agreement or the pledges and assignments made hereunder may be notified.

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“IP Rights” means:

(a)

any patents (Patente), supplementary protection certificates (ergänzende Schutzzertifikate), utility models (Gebrauchsmuster), plant variety rights (Sortenschutzrechte), trade marks (Marken), good will, service marks (Dienstleistungszeichen), designs and design rights (Designs), business names (Firmennamen und geschäftliche Bezeichnungen), copyrights (Urheberrechte) and neighbouring rights (verwandte Schutzrechte), database rights (Datenbankrechte), topographical rights (Topographierechte), domain names (Domainnamen), inventions (Erfindungen), confidential information, know-how (Know-How) and other intellectual property rights (Gewerbliche Schutzrechte) and interests (which may now or in the future subsist anywhere in the world), whether registered or unregistered and whether acquired by law, by use or otherwise; and

(b)

the benefit of all applications and licenses and/or other rights to use and/or otherwise exploit such assets of the Pledgor (which may now or in the future subsist), other than the Excluded IP Licenses,

including but not limited to those rights listed in Schedule 1 (List of IP Rights), and in each case together with

(i)

any interests and all ancillary rights (Neben-, Hilfs- und Vorzugsrechte) pertaining thereto (the “Ancillary Rights”) or any surrogates for any of such IP Rights and Ancillary Rights, as well as

(ii)

all present and future security rights and ancillary rights pertaining to the IP Rights over which security interests are not created for the benefit of the Collateral Agent by operation of law (the “Independent Ancillary Rights”)

and where the relevant IP Right has not yet been registered, IP Right shall mean all rights resulting from and related to the filing or application with the relevant authority of such rights.

“Notes Documents” means the Securities Purchase Agreement, the Notes and the other Transaction Documents (as defined in the Securities Purchase Agreement).

“Parties” means the parties to this Agreement.

“Permitted Intellectual Property License” means any license granted in the ordinary course of business on arm’s length terms over the Permitted IP, provided such license was not entered into upon the occurrence of a Default that had not been cured or waived.

“Permitted IP” means the IP Rights listed in Schedule 2 (Permitted IP).

“Pledges” means the pledges created pursuant to Clause 2.1 (Pledges of IP Rights).

“Registered European Union Design” has the meaning as provided for in article 1 para. 2 lit. b) of The Council Regulation No. 6 | 2002 of 12 December 2001 on the registered European Union design.

“Secured Claims” means all present, future, actual and/or contingent claims (Ansprüche) of whatever nature of the Collateral Agent against the Issuer under or in connection with the Notes Documents (as amended, supplemented or restated from time to time and including, without limitation, any increase of existing or introduction of new payment obligations or extension of term) including, without limitation, claims of the Collateral Agent under any guarantee, abstract acknowledgement of debt (abstraktes Schuldanerkenntnis) or other form of parallel debt and any claims based on unjust enrichment (ungerechtfertigte Bereicherung) or tort (Delikt).

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“Security Interests” means the Pledges and any and all other security interests (Sicherheiten) created under this Agreement.

1.2	Any reference in this Agreement to a defined document is a reference to that defined document as amended (however fundamentally), supplemented, novated, restated or superseded from time to time.

1.3	A reference to any person in this Agreement includes such person’s successors, transferees and assignees.

1.4	Whenever in this Agreement reference is made to the Collateral Agent, such reference shall be deemed to be a reference to the Collateral Agent acting as trustee for the benefit of the Holders, unless otherwise provided herein.

1.5	Where the context so permits, the singular includes the plural and vice versa.

1.6	The headings in this Agreement are for convenience only and are to be ignored in construing this Agreement.

1.7	“Promptly” means without undue delay (unverzüglich) within the meaning of Section 121 para. 1 German Civil Code.

1.8

This Agreement is made in the English language. For the avoidance of doubt, the English language version of this Agreement shall prevail over any translation of this Agreement. However, where a German translation of a word or phrase appears in the text of this Agreement, the German translation of such word or phrase shall prevail throughout this Agreement.

2.	Security Interests

2.1	Pledges of IP Rights

The Pledgor hereby pledges (verpfändet) to the Collateral Agent all of its IP Rights.

2.2	Acceptance

The Collateral Agent hereby accepts the Pledges created pursuant to Clause 2.1 (Pledges of IP Rights).

2.3	Independent Pledges

The validity and effect of each of the Pledges shall be independent from the validity and the effect of any of the other Pledges.

2.4	Tangible Assets

The Pledgor hereby transfers to the Collateral Agent title to the documents evidencing or necessary to identify the content, scope, protection, defence or enforcement of the pledged IP Rights, including without limitation any registration certificate and any physical embodiment of know-how or other intangible IP Rights, and undertakes to promptly transfer title to such documents relating to any future IP Rights once such documents have been issued or otherwise created, and the Collateral Agent hereby accepts such transfer. Notwithstanding the aforementioned

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transfer of title to the documents, the Pledgor shall be entitled to hold the documents in gratuitous custody for and on behalf of the Collateral Agent (unentgeltliche Verwahrung) in order to enable the Pledgor to exploit the IP Rights and to assert all rights and fulfil all obligations as owner thereof vis-à-vis third parties subject to revocation during a Default which is continuing. The Pledgor hereby further assigns all present and future claims for surrender (Herausgabeansprüche) against third parties having actual possession of such documentation to the Collateral Agent, who accepts such assignment. The Pledgor undertakes to deliver to the Collateral Agent all the aforementioned documentation relating to its IP Rights upon request by the Collateral Agent, who is entitled to determine which documents it requests in accordance with Section 315 German Civil Code once a Default is reasonably anticipated or suspected.

2.5	Further acts and other Collateral Assets

(a)

The Pledgor shall promptly inform the Collateral Agent, if, based upon a valuation of the Collateral Assets which is to be performed regularly, after the end of each fiscal year of the Pledgor, Collateral Assets which are exclusively subject to any law other than German law (a “Foreign Law”) exceed the aggregate nominal value of EUR 5,000,000.

(b)

The Pledgor shall, subject to Clause 5(a), promptly perform (or procure the performance of) all such further acts and things and execute and deliver (or procure the execution and delivery of) such documents at its own cost and expenses as may be required for the purpose of giving full effect to any Foreign Law governed Security Interests created under this Agreement in the Collateral Assets or, if such perfection is not possible, to establish security over the relevant Collateral Assets under the relevant Foreign Law which comes as close as possible to the intended Security Interests under German law.

(c)

Subject to paragraph (d) and (e) below, if and to the extent that a security interest over Collateral Assets which are subject to Foreign Law is not perfected or established in accordance with applicable law, the Pledgor hereby grants the Collateral Agent the unrestricted, royalty-free, exclusive, perpetual, world-wide, irrevocable, transferable and sub-licensable right to use its relevant IP Right subject to the Permitted Intellectual Property License granted by the Pledgor prior to an enforcement in accordance with Clause 11 (Enforcement). The right to use such Collateral Assets shall include any pecuniary rights (vermögensrechtliche Befugnisse) relating to the Collateral Assets and the right to use, copy, publish and disseminate such Collateral Assets, grant sublicenses, lease, perform, display, make publicly available and broadcast such Collateral Asset or its subject matter as appropriate, with or without naming the author, as well as the right to rework and modify, in particular shorten such Collateral Asset or its subject matter, transform it into other types of work, combine it with other works and intellectual property and to create derivative works and use such modified or derivative works in any manner. The right to use shall extend to any known analogue or digital forms of use as well as any types of use not yet known or discovered as at the time of this Agreement. The Collateral Agent hereby accepts such license.

(d)

The right to use the Collateral Assets granted to the Collateral Agent under paragraph (c) above shall be subject to the same provisions and conditions as the preservation, protection and realisation of the other Security Interests, including, without limitation, Clause 11 (Enforcement).

(e)

The Collateral Agent acknowledges that the Permitted Intellectual Property License granted by the Pledgor prior to an enforcement may continue to exist also after an enforcement of the Security Interests or right to use granted under paragraph (c) above.

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3.	Security purpose

The Security Interests of the Collateral Agent are constituted in order to secure the prompt and complete satisfaction of any and all Secured Claims of the Collateral Agent. The Security Interests shall also cover any future extension (Erweiterung) of the Secured Claims and the Pledgor herewith expressly agrees that the provisions of Section 1210 para. 1 sentence 2 German Civil Code shall not apply to this Agreement.

4.	Information

4.1	Regular Reporting on IP Rights

(a)

The Pledgor shall, at the date hereof and thereafter (i) within twenty (20) Business Days after the end of each of its financial years and, in addition, (ii) at any time upon the request of the Collateral Agent (acting reasonably) deliver to the Collateral Agent lists substantially in the form of Schedule 1 (List of IP Rights) containing all IP Rights covered by this Agreement as at the date to which the IP Rights update schedule relates, and information reasonably requested by the Collateral Agent regarding the IP Rights, including but not limited to the respective name, and, as far as the rights are registered or an application is filed, the country/organisation of registration, filing and (if available) registration date and number of application and registration and (if available) publication.

(b)

The lists may be delivered to the Collateral Agent in electronic form, or in such other form as may be agreed between the Collateral Agent and the Pledgor provided that the Collateral Agent may in its reasonable discretion request a computer print-out in addition to any other form.

(c)

The lists referred to in this Clause 4.1 are for notification purposes only and if for any reason whatsoever the relevant IP Rights are not, or are incompletely contained in the lists presented then the pledge of the IP Rights shall not be affected thereby.

(d)

The obligations of the Pledgor to provide information in relation to the IP Rights pursuant to the terms of this Agreement shall not require the Pledgor to act in violation of data protection laws, in particular, but not limited to the General Data Protection Regulation (GDPR) (EU) 2016/679 and the Federal Data Protection Act (Bundesdatenschutzgesetz).

5.	Notification of Third Parties and registration

(a)

The Collateral Agent is hereby authorised (bevollmächtigt) by the Pledgor to arrange for registration of the Collateral Agent as pledgee of the IP Rights in the relevant IP Registers. The Collateral Agent will only exercise this power of attorney if it decides (acting reasonably) that such registration is required to perfect, protect or realise the security interests, and will inform the Pledgor prior to the utilization of this power of attorney thereof and of the status of the registration proceedings.

(b)

The Pledgor undertakes to promptly file with the IP Register of the United States, Germany and the European Union at its costs such forms as necessary to perfect or protect the rights of the Collateral Agent including but not limited to registrations of the Pledges granted by it.

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(c)

The Pledgor will at all times keep the Collateral Agent informed of the current registration status of its IP Rights and use reasonable endeavours to ensure that the relevant IP Register promptly and in any event within twenty (20) Business Days acknowledges receipt of the request for the recording of the pledge or other filings with the relevant IP Register required hereunder and will promptly confirm to the Collateral Agent completion of all registrations and filings requested. The Pledgor will promptly, but in any case within five (5) Business Days after receipt of the relevant confirmation send a copy of such acknowledgment to the Collateral Agent.

(d)

The Pledgor hereby authorises the Collateral Agent to provide each IP Register, upon its request in case it has doubts about the Pledges notified to it according to this Clause 5, with a copy of this Agreement.

6.	Inspection

(a)

The Collateral Agent may upon reasonable (no less than three (3) Business Days’) prior notice to the Pledgor (the “Inspection Notice Period”) inspect any documents relating to the Collateral Assets during normal business hours or have them inspected by a duly authorised representative. Upon the occurrence of a Default, the Collateral Agent may inspect such documents at any time and without prior notice to the Pledgor.

(b)

If such documents are in the possession of a third party, the Pledgor shall procure that the Collateral Agent is allowed access to inspect the documents in accordance with the terms of paragraph 6 above (such inspection, the “Third Party Inspection”), provided, that in the event such third party is unable to accommodate the Inspection Notice Period, either it or the Pledgor may solicit consent of the Collateral Agent to arrange an alternative reasonable timeline for the Third Party Inspection, which consent may not be unreasonably withheld.

7.	Bookkeeping and data-processing

7.1	Bookkeeping

If proof or documents which are necessary to identify the IP Rights have been handed over by the Pledgor to a third party (in particular a bookkeeping firm or a tax consultant), the Pledgor hereby assigns to the Collateral Agent, who hereby accepts such assignment, its right to demand from such third party the return of the information and documents. The Pledgor hereby undertakes, at the Collateral Agent’s request (acting reasonably) once a Default is reasonably anticipated or suspected, to instruct the third party to provide the Collateral Agent with such information and documents which are necessary to perfect and/or enforce the security created hereby. At all times prior to such anticipated or suspected Default, the Collateral Agent authorises the Pledgor to exercise the rights assigned to the Collateral Agent pursuant to this Clause 7.

7.2	Electronic data processing and bookkeeping by third parties

If information concerning the IP Rights or any part thereof have been stored in an electronic data-processing system, then, at the Collateral Agent’s request (acting reasonably) once a Default is reasonably anticipated or suspected, the Pledgor shall allow the Collateral Agent access to the computer, including the peripheral equipment and all data concerning the IP Rights or such part thereof. Moreover, software operators shall be made available insofar as so required, and any assistance required shall be provided to the Collateral Agent. If a third party handles the electronic processing of data and with effect from the Collateral Agent’s above request, the Pledgor hereby assigns to the Collateral Agent, who hereby accepts such assignment, all rights against such third party relating to these services, and instructs such third party to handle the processing of data for the Collateral Agent upon its request (acting reasonably) as it did for the Pledgor, in which case the Pledgor shall be given access to any data it requires in its ordinary course of business.

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8.	Authorisation

(a)

Unless, provided that a Default has occurred that has not been cured or waived, the Collateral Agent gives notice to the contrary to the Pledgor, the Pledgor shall, subject to the provisions of the Notes, have the right, in the ordinary course of business, to exploit the Collateral Assets, to assert all rights and to fulfil all obligations as owner (or applicant), i.e. to exercise all rights and powers in respect of Collateral Assets, collect and enforce all claims which are part of the IP Rights and to otherwise use the IP Rights in the ordinary course of business, and to grant, enter into, perform, amend, supplement, renew, extend, waive or terminate the Permitted Intellectual Property License.

(b)

For all purposes associated with this Agreement, the Pledgor hereby releases the Collateral Agent from the restrictions on self-dealing under Section 181 German Civil Code.

9.	Representations and Warranties

The Pledgor represents and warrants to the Collateral Agent with respect to its Collateral Assets that:

(a)

it is duly incorporated, validly existing, and neither unable to pay its debts as and when they fall due (zahlungsunfähig), nor over-indebted (überschuldet) or subject to imminent illiquidity (drohende Zahlungsunfähigkeit) (all within the meaning of sections 17 to 19, inclusive, German Insolvency Act (Insolvenzordnung)) nor subject to any insolvency proceedings (Insolvenzverfahren) or any other similar proceedings under any other applicable jurisdiction and that no petition for the commencement of insolvency proceedings has been filed against it;

(b)

it has obtained all necessary authorisations (including all corporate power and resolutions, such as shareholders’ resolution and/or a management board resolution approving the terms of this Agreement, each if necessary) to enter into and perform the obligations under this Agreement;

(c)

the lists contained in Schedule 1 Part 1 (List of IP Rights: Ownership) show all the registered IP Rights owned by the Pledgor at the date hereof;

(d)

it is the sole owner of the IP Rights except for those contained in Schedule 1 Part 2 (List of IP Rights: Co-Ownership) or Part 3 (List of IP Rights: Exclusive Rights of Use) which it purports to pledge under this Agreement and the pledgeability of such IP Rights is not restricted in any way (other than by operation of mandatory law);

(e)

the lists contained in Schedule 1 Part 2 (List of IP Rights: Co-Ownership) show all the IP Rights jointly held by the Pledgor and other co-owners as specified therein at the date hereof;

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(f)

it is a co-owner of the IP Rights contained in Schedule 1 Part 2 (List of IP Rights: Co-Ownership); the pledgeability of its rights and title in such IP Rights is not restricted in any way (other than by operation of mandatory law);

(g)

the lists contained in Schedule 1 Part 3 (List of IP Rights: Exclusive Rights of Use) show all the exclusive rights of use held by the Pledgor at the date hereof;

(h)

none of the IP Rights is subject to any encumbrance save as permitted under the Securities Purchase Agreement or the Notes;

(i)

Schedule 1 (List of IP Rights) is on the date of this Agreement a correct and complete list of the IP Rights which are registered for the Pledgor or for which registration has been applied for the Pledgor existing on such date and no IP Rights have been registered and/or applied for registration in favour of the Pledgor other than those listed in Schedule 1 (List of IP Rights) to this Agreement;

(j)

all IP Registers’ fees relating to its IP Rights have been paid when due.

10.

Undertakings

The Pledgor undertakes to the Collateral Agent:

(a)

to inform the Collateral Agent promptly of any attachments (Pfändung) in respect of the Collateral Assets pledged or transferred by it or any part thereof or any other measures which may impair or jeopardise the Collateral Agent’s rights or interests relating thereto. In the event of an attachment relating to its Collateral Assets, the Pledgor undertakes to promptly forward to the Collateral Agent a copy of the attachment order (Pfändungsbeschluss), the garnishee order (Überweisungsbeschluss) and all other documents necessary for a defense against the attachment. The Pledgor shall promptly inform the attaching creditor of the Collateral Agent’s security interests;

(b)

to take all actions or make all declarations the Collateral Agent may require for perfecting, protecting or enforcing the Security Interests at the Pledgor’s own costs and expenses;

(c)

not to create or permit to subsist any encumbrance over all or any of the Collateral Assets pledged or assigned by it or any interest therein or otherwise sell, assign, transfer or dispose of, or license or sublicense any rights under or in respect of the whole or any part of such Collateral Assets or any interest therein (including, for the avoidance of doubt, any transfer by means of universal or partial succession (Gesamtrechtsnachfolge, partielle Gesamtrechtsnachfolge)) other than as permitted under the Notes, including the Permitted Intellectual Property License;

(d)

to take all necessary steps for the maintenance of the Collateral Assets and the registration of the IP Rights pledged or assigned by it (including without limitation those set out in Schedule 1 (List of IP Rights) hereto), including the payment of any annual or renewal fees (Jahres- oder Verlängerungsgebühren) or application fees (Anmeldegebühren) to the relevant IP Register or the relevant authorities in connection with such IP Rights, for the compliance with any other necessary formalities, requirements or other proceedings before the relevant IP Register or the relevant authority and unless otherwise agreed upon between the Pledgor and the Collateral Agent in writing prior to the payment of the relevant annual or renewal fees or application fees (such agreement may be contained in any of the Notes Documents), except, if the Pledgor using the care of a prudent businessman (Sorgfalt eines ordentlichen Kaufmanns) decides to abandon or no longer maintain some of the IP Rights in the ordinary course of business;

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(e)

to procure that any and all Collateral Assets created or acquired by it after the date of this Agreement will be pledged or assigned to the Collateral Agent in accordance with the terms of this Agreement;

(f)

upon reasonable request of the Collateral Agent, to provide to the Collateral Agent:

(i)

extracts from the IP Register where an IP Right is registered;

(ii)

copies of the documents from the IP Register confirming the registration of an IP Right or the granting of an IP Right;

(iii)

copies of filed application for registration of an IP Right;

(iv)

proof of the due and punctual payment of any fees and costs that need to be paid in order to maintain the IP Rights; and

(v)

any other information in relation to the IP Rights; and

(g)

to keep safe and readily available all its records concerning the Collateral Assets to enable the Collateral Agent to determine the status thereof.

11.

Enforcement

11.1	Enforcement

(a)

to the extent the IP Rights have a market value within the meaning of Section 1235 German Civil Code, by way of transferring or licensing the IP Rights in its own name or in the name of the relevant Pledgor and grant commercially reasonable discounts or indulgence to debtors or third parties acquiring or licensing the IP Rights and enter into commercially reasonable settlement agreements;

(b)

to the extent the IP Rights do not have a market value within the meaning of Section 1235 German Civil Code, by way of disposing of the IP Rights by way of public auction (öffentliche Versteigerung); and

(c)

by way of taking all measures permitted by law that are necessary or appropriate to enforce this Agreement and to realise the Security Interests,

in any case notwithstanding Section 1277 German Civil Code and without obtaining an enforceable judgment or other instrument (vollstreckbarer Titel).

11.2	Notification

The Collateral Agent shall give the Pledgor one (1) week’s prior written notice of its intention to realise the Security Interests. However, such notice is not necessary to the Pledgor who has ceased to make payments, if an application for the institution of insolvency proceedings or similar proceedings is filed by or against it, if there is reason to believe that observance of the notice period will materially and adversely affect the security interest of the Collateral Agent or if otherwise inappropriate (untunlich) in the meaning of Section 1234 para. 1 German Civil Code.

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11.3	Collateral Agent’s discretions

The Collateral Agent may determine in its sole discretion which part of the Security Interests shall be realised to satisfy the Secured Claims. Section 1230 sentence 2 German Civil Code shall not apply.

11.4	Assistance by Pledgor

If the Collateral Agent seeks to realise the Security Interests pursuant to, and in accordance with Clause 11 (Enforcement), the Pledgor shall, at its own expense, render forthwith all assistance reasonably necessary in order to facilitate the prompt realisation of the Collateral Assets, any part thereof and/or the exercise by the Collateral Agent of any other right it may have under German law.

11.5	Proceeds

The Collateral Agent shall be entitled to treat the proceeds resulting from the enforcement of the Security Interests as additional collateral for the Secured Claims or apply such proceeds towards the satisfaction of the Secured Claims in accordance with the relevant provisions of the Securities Purchase Agreement.

11.6	No subrogation of claims

If the Pledges are enforced or if the Pledgor has discharged any of the Secured Claims (or any part of them), Section 1225 of the German Civil Code (legal subrogation of claims to a pledgor - Forderungsübergang auf den Verpfänder) shall not apply and no rights of the Collateral Agent shall pass to the Pledgor by subrogation or otherwise.

12.

Limitation of enforcement

(a)

The Collateral Agent agrees not to enforce the Pledges granted by the Pledgor if and to the extent that:

(i)

the Pledges secure the obligations or liabilities of:

(A)

a member of the Group that is not a direct or indirect Subsidiary of the Pledgor; or

(B)

a direct or indirect Subsidiary of the Pledgor if and to the extent the Pledges secure obligations or liabilities of a member of the Group that is not a direct or indirect Subsidiary of the Pledgor

(an “Up-Stream or Cross-Stream Security”); and

(ii)

the Pledgor demonstrates pursuant to paragraph (b) below that the enforcement otherwise had the effect of:

(A)

reducing the net assets (Reinvermögen) calculated in accordance with the accounting principles as consistently applied and the jurisprudence from time to time of the German Federal Supreme Court (Bundesgerichtshof) relating to the protection of liable capital under Sections 30 and 31 of the German Limited Liability Companies Act (“GmbHG”) (as amended from time to time) (the “Net Assets”) of the Pledgor to an amount which is less than the amount required to maintain its stated share capital (Stammkapital); or

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(B)

increasing an existing shortage of its stated share capital.

provided that, for the purposes of the calculation of the enforceable amount (if any):

(I)

the amount of any increase of the stated share capital (Stammkapital) of the Pledgor after the date of this Agreement out of retained earnings shall be deducted from the stated share capital (Stammkapital) unless the Collateral Agent has granted its prior written consent to such increase of the stated share capital;

(II)

in case the stated share capital (Stammkapital) of the Pledgor is not fully paid in, the amount by which the stated share capital (Stammkapital) exceeds the amount of the share capital paid in shall be deducted from the stated share capital (Stammkapital);

(III)

loans provided to the Pledgor shall be disregarded if and to the extent such loans are made (A) by a direct or indirect shareholder of the Pledgor or any member of the Group and (B) a waiver (Erlass) of such loan is possible and permitted under the Notes Documents and would not result in the managing director of the creditor of such loan incurring a risk of personal liability; and

(IV)

loans and other liabilities incurred by the Pledgor in wilful or grossly negligent violation of the provisions of the Notes Documents shall be disregarded.

(b)

Subject to paragraph (d) below, the limitations set out in the preceding paragraph shall only apply if and to the extent that:

(i)

‎within fifteen (15) Business Days following the receipt by the Pledgor of a notice from the Collateral Agent stating that the Collateral Agent intends to enforce the Pledges (the “Enforcement Notice”) the Pledgor has confirmed in writing to the Collateral Agent:

(A)

to what extent the Pledges are an Up-Stream or Cross-Stream Security; and

(B)

of the amount of such Up-Stream or Cross-Stream Security which cannot be enforced as it would otherwise cause its Net Assets to fall below its stated share capital or increase an existing shortage of its stated share capital(setting out in reasonable detail to what extent the share capital would fall below the stated share capital or an increase of an existing shortage would occur, providing an up-to-date pro forma balance sheet and reasonable supporting detail) (the “Management Determination”);

the Management Determination shall be prepared as of the date of the receipt of the Enforcement Notice. The Collateral Agent shall be entitled to enforce the Pledges in an amount which would, in accordance with the Management Determination, not cause the Pledgor’s Net Assets to fall below its stated share capital or increase an existing shortage of its stated share capital; and

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(ii)

if the Collateral Agent notifies the Pledgor that it disagrees with the Management Determination, within twenty (20) Business Days following such notice the Pledgor has provided the Collateral Agent (at the cost of the Pledgor) with a determination by auditors of international standard and reputation (the “Auditor’s Determination”) appointed by the Pledgor of the amount that would have been necessary on the date of the receipt of the Enforcement Notice to maintain its stated share capital or to avoid the increase of an existing shortage of its stated share capital. The Auditor’s Determination shall be prepared in accordance with the accounting principles as consistently applied and shall include an up-to-date balance sheet of the Pledgor and shall contain further information (in reasonable detail) relating to the items to be adjusted pursuant to paragraph (a) above. The Collateral Agent shall only be entitled to enforce the Pledges in an amount which on the basis of the Auditor’s Determination (or pending its delivery, on the basis of the Management Determination) can be enforced in compliance with the limitations set out in paragraph (a) above.

(c)

If the Collateral Agent disagrees with the Auditor’s Determination, it shall notify the Pledgor accordingly. The Collateral Agent shall only be entitled to enforce the Pledges up to the amount which on the basis of the Auditor’s Determination can be enforced in compliance with the limitations set out in paragraph (a) above. In relation to the amount which is disputed by the Collateral Agent, it shall be entitled to further pursue the right to enforce the Pledges in court.

(d)

If the Pledges were enforced without limitation because the Management Determination and/or the Auditor’s Determination (as the case may be) was not delivered within the relevant time frame but is then subsequently delivered, the Collateral Agent shall, upon written demand of the Pledgor (such demand to be made no later than three (3) months (Ausschlussfrist) after the enforcement of the Pledges granted by the Pledgor), repay to the Pledgor any amount received by it from the enforcement of the Pledges which is necessary to maintain the Pledgor’s stated share capital or to avoid the increase of an existing shortage of its stated share capital, calculated as of the date of the receipt of the Enforcement Notice.

(e)

Where the Pledgor claims in accordance with the provisions of paragraphs (b) and (d) above that the Pledges can only be enforced in a limited amount, it shall within three (3) months upon request of the Collateral Agent realise, to the extent lawful and at arm’s length terms, any and all of its assets that are shown in its balance sheet with a book value (Buchwert) that is significantly lower than their market value to the extent such assets are not necessary for its business (nicht betriebsnotwendig). After the expiry of the earlier of (i) the expiry of such three (3) months’ period and (ii) the realisation of such assets, the Pledgor shall, within three (3) Business Days, notify the Collateral Agent of the amount of the net proceeds from the sale and submit a statement with a new calculation of the amount of the Net Assets of the Pledgor taking into account such proceeds. Such calculation shall, upon the Collateral Agent’s request (acting reasonably), be confirmed by the Pledgor’s auditor within a period of twenty (20) Business Days following the request.

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(f)

The limitations set out in this Clause 12 shall only apply:

(i)

to the extent the Pledgor is not a party to a domination and/or profit and loss transfer agreement (Beherrschungs- und/oder Gewinnabführungsvertrag), unless the existence of such domination and/or profit and loss transfer agreement (Beherrschungs- und/oder Gewinnabführungsvertrag) does not lead to the inapplicability of Section 30 sub-section 1 sentence 1 GmbHG; and

(ii)

if the Pledgor has complied with its obligations pursuant to paragraphs (b) and (e) above; and

(iii)

to the extent that the Pledges do not secure any funds or guarantees which have been on-lent to, or issued for, the benefit of the Pledgor or any of its Subsidiaries and such amounts on-lent or such guarantees have not been repaid or returned prior to the receipt of the Enforcement Notice; and

(iv)

to the extent the Pledgor will not acquire a valuable consideration or recourse claim (vollwertiger Gegenleistungs- oder Rückgewähranspruch) against any of its direct or indirect shareholders at the time of the demand pursuant to paragraph (b) above.

(g)

The limitations set out in this Clause 12 shall not apply if and to the extent that they are not necessary for the purposes of protecting the Pledgor’s directors from any liability under Sections 30, 43 GmbHG.

(h)

No reduction of the amount enforceable under this Clause 12 in accordance with the above limitations will prejudice the rights of the Collateral Agent to continue enforcing such Pledges (subject always to the restrictions set out in this Clause 12 above at the time of such enforcement) until full and irrevocable satisfaction of the amounts owing under the Secured Claims.

13.

Independent and continuing security

This Agreement shall create an independent and continuing security interest and no change or amendment whatsoever in any Notes Document or in any document or agreement related to it, nor (in deviation from Section 418 German Civil Code) any assumption of debt (Schuldübernahme) in relation to the Secured Claims, shall affect the validity or the scope of this Agreement or the obligations which are imposed on the Pledgor pursuant to it.

14.

Release (Sicherheitenfreigabe)

14.1	Satisfaction of Secured Claims

After the Secured Claims have been satisfied in full, the Pledges will expire by operation of law. Upon request of the Pledgor, the Collateral Agent will confirm the expiration of the Pledges to the Pledgor as a matter of record and it shall reassign and retransfer to the Pledgor, which shall accept such re-assignment, all other Security Interests and, in case of realisation pursuant to Clause 11 (Enforcement) hereof, surrender to the Pledgor any excess proceeds arising from the realisation of the Pledges and the originals of all documents and related information in connection with the Security Interests (the “Documents”), notwithstanding its right to keep copies of such Documents in order to comply with its internal and statutory obligations regarding the storage of documents (Aufbewahrungsfristen), at the cost and expense of the Pledgor. The Collateral Agent will, however, transfer any IP Right or excess proceeds to a third person if so required by law.

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14.2	Excessive collateral

If, at any time, the total value of the security interests created under the Notes Documents and realisable on enforcement (the “Realisable Value”) exceeds 110 % of the Secured Claims (the “Limit”) not only temporarily, the Collateral Agent shall on demand of the Pledgor release such Security (Sicherheitenfreigabe) as the Collateral Agent reasonably taking into account the legitimate interests of the Pledgor deems fit so as to reduce the Realisable Value to the Limit. If VAT (Umsatzsteuer) is chargeable on any action taken by the Collateral Agent in enforcing the security interests, the Limit shall be increased by the amount of VAT payable by the Collateral Agent.

15.

Waiver of defences

The Pledgor hereby expressly waives all defences pursuant to Sections 770 paras. 1 and 2, 1211, 1273 German Civil Code; in case of the defence of set-off (Einrede der Aufrechenbarkeit) save to the extent that the Pledgor and/or the Issuer is in a position to discharge its Secured Claims by way of set-off of claims that are either undisputed or have been the subject of a final court judgment against claims of the Collateral Agent.

16.

Liability and Indemnity

16.1	Liability for damages

The Collateral Agent shall not be liable for any loss or damage suffered by the Pledgor save in respect of such loss or damage which is suffered as a result of gross negligence or wilful misconduct of the Collateral Agent.

16.2	Indemnification

The Pledgor will indemnify the Collateral Agent and keep the Collateral Agent indemnified against any losses, actions, claims, expenses, demands and liabilities which may be incurred by or made against the Collateral Agent as a result of any breach of the Pledgor of any of its obligations or undertakings herein contained unless incurred by or made against the Collateral Agent as a result of gross negligence or wilful misconduct of the Collateral Agent.

17.

Costs and expenses

(a)

The Pledgor shall promptly on demand pay (or procure payment) to the Collateral Agent the full amount of all costs, charges, fees and expenses (including fees for legal advisers) payable pursuant to Section 670 German Civil Code.

(b)

Furthermore, the Pledgor shall promptly on demand pay (or procure payment) to the Collateral Agent the full amount of all reasonably documented costs, charges, fees and expenses (including fees for legal advisers)

(i)

reasonably incurred by it in connection with the preparation, negotiation, execution, notarisation and performance of this Agreement; and

(ii)

incurred by it in connection with the enforcement of this Agreement, or any waiver in relation thereto,

together in each case with any applicable value added tax or other taxes.

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18.

Assignment

This Agreement shall be binding upon the Parties and their respective successors in law. If and when the Pledges have been transferred to a third party by operation of law due to a transfer of the Secured Claims in accordance with the Notes Documents, the Collateral Agent shall be entitled to assign or otherwise transfer any and all of its rights and duties under this Agreement to third parties in accordance with the Securities Purchase Agreement provided that the assignee accepts to be bound by the terms of this Agreement. The Pledgor shall not be entitled to transfer its rights to any third party without the prior written consent of the Collateral Agent.

19.

Partial invalidity

If any provision of this Agreement should be or become invalid or unenforceable in whole or in part, this shall not affect the validity or enforceability of the remaining provisions hereof. The invalid or unenforceable provision shall be replaced by such valid and enforceable provision or agreement which best meets the intended purpose of the provision required to be replaced. The same shall apply in the event that this Agreement does not contain a provision which it needs to contain in order to achieve the intended economic purpose as expressed herein.

20.

Amendments

Unless otherwise required by mandatory law, changes and amendments to this Agreement (including to this Clause 20) must be made in writing.

21.

Waivers

No failure or delay by the Collateral Agent in exercising any right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise or waiver of any right or remedy preclude its further exercise or the exercise of any other right or remedy. The Notes Documents shall not limit or exclude any statutory legal remedies.

22.

Notices and their language

22.1	Contact Details

Any notice or other communication under or in connection with this Agreement shall be in writing and shall be delivered personally, or sent by mail or e-mail to the following addresses:

	For the Pledgor	Veraxa Biotech GmbH
	Address:	Im Neuenheimer Feld 584, 69120 Heidelberg, Germany

	Email:	[email protected]
	Attention:	Christoph Antz

For the Collateral Agent:

Address:

HBC Collateral Agent LLC

	c/o Hudson Bay Capital Management LP
	290 Harbor Drive, 3rd Floor
	Stamford, CT 06902
	USA

	Email:	[email protected]
		hbc.pc.am@hudsonbaycapital
	Attention:	Eric Helenek

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or to such other address as the recipient may notify or may have notified to the other party in writing.

22.2	English language

(a)

Any notice given under or in connection with this Agreement must be in English.

(b)

All other documents provided under or in connection with this Agreement must be:

(i)

in English; or

(ii)

if not in English, and if so required by the Collateral Agent, accompanied by a certified English translation and, in this case, the English translation will prevail unless the document is a constitutional, statutory or other official document.

23.

Governing law; jurisdiction

(a)

This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with German law.

(b)

The courts of Frankfurt am Main, Germany, shall have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including a dispute regarding the existence, validity or termination of this Agreement).

24.

Conclusion of this Agreement (Vertragsschluss)

(a)

This Agreement may be executed in any number of counterparts, and this has the same effect as if the signatures (including by way of Electronic Signing (as defined below)) on the counterparts were on a single copy of this Agreement. The Parties may choose to conclude this Agreement by an exchange of signed (including by way of electronic signing which can also be made, among other options, by (i) signing the document via electronic means on a mobile or other device of whatsoever nature; and/or (ii) adding or pasting a scanned or electronic signature to the signature block on the relevant signature page either manually or by use of software(including, for the avoidance of doubt, DocuSign, Adobe Sign or any other e-signature-application) (in each case an “Electronic Signing”)) signature page(s), transmitted by any means of telecommunication (telekommunikative Übermittlung), such as by way of electronic photocopy (.pdf, .tif, etc.) to an e-mail.

(b)

If the Parties to this Agreement choose to conclude this Agreement pursuant to (a) above, they will transmit the signed signature page(s) of this Agreement to Latham & Watkins LLP, Maximilianstr. 13, 80539 Munich, Germany, Dr. Christian Jahn ([email protected]) and/or Johanna Wörle ([email protected]) (each a “Recipient”). The Agreement will be considered concluded once one Recipient has received the signed signature page(s) (Zugang der Unterschriftsseite(n)) from all Parties (whether by way of fax, electronic photocopy or other means of telecommunication) and at the time of the receipt of the last outstanding signature page(s) by a Recipient.

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(c)

For the purposes of this Clause 24 only, the Parties to this Agreement appoint each Recipient as their attorney (Empfangsvertreter) and expressly allow (gestatten) each Recipient individually to collect the signed (including by way of Electronic Signing) signature page(s) from all and for all Parties to this Agreement. For the avoidance of doubt, each Recipient will have no further duties connected with its position as Recipient. In particular, each Recipient may assume the conformity to the authentic original(s) of the signature page(s) transmitted to it by means of telecommunication, the genuineness of all signatures on the original signature page(s) and the signing authority of the signatories.

(d)

The Parties will provide the Recipients with wet-ink signature pages without undue delay after signing of this Agreement.

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SCHEDULE 1

List of IP Rights

Part 1

Patents (including applications):

VERAXA Ref.	Jurisdiction	Application Nr. and date	Registration Nr. and date	Short description	Registered owner	Actual owner if not registered
BHIP-C22-10WOCA	Canada	CA3230774 (9/5/22)	N/A	NOVEL AMINOACYL-TRNA SYNTHETASE VARIANTS FOR GENETIC CODE EXPANSION IN EUKARYOTES	Veraxa Biotech GmbH	N/A
BHIP-C22-10WOCN	China	CN118339280 (9/5/22)	N/A	NOVEL AMINOACYL-TRNA SYNTHETASE VARIANTS FOR GENETIC CODE EXPANSION IN EUKARYOTES	Veraxa Biotech GmbH	N/A
BHIP-C22-10WOEP	Europe	EP4399283 (9/5/22)	N/A	NOVEL AMINOACYL-TRNA SYNTHETASE VARIANTS FOR GENETIC CODE EXPANSION IN EUKARYOTES	Veraxa Biotech GmbH	N/A
BHIP-C22-10WOJP	Japan	JP2024532537 (9/5/22)	N/A	NOVEL AMINOACYL-TRNA SYNTHETASE VARIANTS FOR GENETIC CODE EXPANSION IN EUKARYOTES	Veraxa Biotech GmbH	N/A
BHIP-C22-10WOKR	South Korea	KR20240099150 (9/5/22)	N/A	NOVEL AMINOACYL-TRNA SYNTHETASE VARIANTS FOR GENETIC CODE EXPANSION IN EUKARYOTES	Veraxa Biotech GmbH	N/A
BHIP-C22-10WOUS	USA	US 18/689,286 (9/5/22)	N/A	NOVEL AMINOACYL-TRNA SYNTHETASE VARIANTS FOR GENETIC CODE EXPANSION IN EUKARYOTES	Veraxa Biotech GmbH	N/A

- 19 -

BHIP-C22-11EP4	Europe¹	EP22197947.9A (9/27/22)	EP4186529 (7/9/25)	IMPROVED ANTIBODY-PAYLOAD CONJUGATES (APCS) PREPARED BY SITE-SPECIFIC CONJUGATION UTILIZING GENETIC CODE EXPANSION	Veraxa Biotech GmbH	N/A
BHIP-C22-11WOEP	Europe	EP4437005 (11/24/24)	N/A	IMPROVED ANTIBODY-PAYLOAD CONJUGATES (APCS) PREPARED BY SITE-SPECIFIC CONJUGATION UTILIZING GENETIC CODE EXPANSION	Veraxa Biotech GmbH	N/A
BHIP-C22-11WOAU	Australia	AU2022395626 (11/24/24)	N/A	IMPROVED ANTIBODY-PAYLOAD CONJUGATES (APCS) PREPARED BY SITE-SPECIFIC CONJUGATION UTILIZING GENETIC CODE EXPANSION	Veraxa Biotech GmbH	N/A
BHIP-C22-11WOCN	China	CN118613508 (11/24/24)	N/A	IMPROVED ANTIBODY-PAYLOAD CONJUGATES (APCS) PREPARED BY SITE-SPECIFIC CONJUGATION UTILIZING GENETIC CODE EXPANSION	Veraxa Biotech GmbH	N/A
BHIP-C22-11WOCA	Canada	CA3238627 (11/24/24)	N/A	IMPROVED ANTIBODY-PAYLOAD CONJUGATES (APCS) PREPARED BY SITE-SPECIFIC CONJUGATION UTILIZING GENETIC CODE EXPANSION	Veraxa Biotech GmbH	N/A
BHIP-C22-11WOKR	South Korea	KR20240105469 (11/24/24)	N/A	IMPROVED ANTIBODY-PAYLOAD CONJUGATES (APCS) PREPARED BY SITE-SPECIFIC CONJUGATION UTILIZING GENETIC CODE EXPANSION	Veraxa Biotech GmbH	N/A

Validated in AU, BE, CH, DE, DK, ES, FR, GB, IE, IT, NL and SE.

- 20 -

BHIP-C22-11WOJP	Japan	JP2024543916 (11/24/24)	N/A	IMPROVED ANTIBODY-PAYLOAD CONJUGATES (APCS) PREPARED BY SITE-SPECIFIC CONJUGATION UTILIZING GENETIC CODE EXPANSION	Veraxa Biotech GmbH	N/A
BHIP-C22-11WOUS	USA	US 18/713,445 (11/24/24)	N/A	IMPROVED ANTIBODY-PAYLOAD CONJUGATES (APCS) PREPARED BY SITE-SPECIFIC CONJUGATION UTILIZING GENETIC CODE EXPANSION	Veraxa Biotech GmbH	N/A
BHIP-C22-12WOAU	Australia	AU20240300552 (7/25/24)	N/A	HYDROPHILIC TRANS-CYCLOOCTENE (HYTCO) COMPOUNDS, CONSTRUCTS AND CONJUGATES CONTAINING THE SAME	Veraxa Biotech GmbH	N/A
BHIP-C22-12WOBR	Brasil	Not known yet (7/25/24)	N/A	HYDROPHILIC TRANS-CYCLOOCTENE (HYTCO) COMPOUNDS, CONSTRUCTS AND CONJUGATES CONTAINING THE SAME	Veraxa Biotech GmbH	N/A
BHIP-C22-12WOCA	Canada	CA3297779 (7/25/24)	N/A	HYDROPHILIC TRANS-CYCLOOCTENE (HYTCO) COMPOUNDS, CONSTRUCTS AND CONJUGATES CONTAINING THE SAME	Veraxa Biotech GmbH	N/A
BHIP-C22-12WOCN	China	CN121646574 (7/25/24)	N/A	HYDROPHILIC TRANS-CYCLOOCTENE (HYTCO) COMPOUNDS, CONSTRUCTS AND CONJUGATES CONTAINING THE SAME	Veraxa Biotech GmbH	N/A

- 21 -

BHIP-C22-12WOEP	Europe	EP24745454.9 (7/25/24)	N/A	HYDROPHILIC TRANS-CYCLOOCTENE (HYTCO) COMPOUNDS, CONSTRUCTS AND CONJUGATES CONTAINING THE SAME	Veraxa Biotech GmbH	N/A
BHIP-C22-12WOHK	HongKong	Not known yet (7/25/24)	N/A	HYDROPHILIC TRANS-CYCLOOCTENE (HYTCO) COMPOUNDS, CONSTRUCTS AND CONJUGATES CONTAINING THE SAME	Veraxa Biotech GmbH	N/A
BHIP-C22-12WOIL	Israel	IL325469 (7/25/24)	N/A	HYDROPHILIC TRANS-CYCLOOCTENE (HYTCO) COMPOUNDS, CONSTRUCTS AND CONJUGATES CONTAINING THE SAME	Veraxa Biotech GmbH	N/A
BHIP-C22-12WOIN	India	IN202617010132 (7/25/24)	N/A	HYDROPHILIC TRANS-CYCLOOCTENE (HYTCO) COMPOUNDS, CONSTRUCTS AND CONJUGATES CONTAINING THE SAME	Veraxa Biotech GmbH	N/A
BHIP-C22-12WOJP	Japan	Not known yet (7/25/24)	N/A	HYDROPHILIC TRANS-CYCLOOCTENE (HYTCO) COMPOUNDS, CONSTRUCTS AND CONJUGATES CONTAINING THE SAME	Veraxa Biotech GmbH	N/A
BHIP-C22-12WOKR	South Korea	KR20260046464 (7/25/24)	N/A	HYDROPHILIC TRANS-CYCLOOCTENE (HYTCO) COMPOUNDS, CONSTRUCTS AND CONJUGATES CONTAINING THE SAME	Veraxa Biotech GmbH	N/A

- 22 -

BHIP-C22-12WOSG	Singapore	Not known yet (7/25/24)	N/A	HYDROPHILIC TRANS-CYCLOOCTENE (HYTCO) COMPOUNDS, CONSTRUCTS AND CONJUGATES CONTAINING THE SAME	Veraxa Biotech GmbH	N/A
BHIP-C22-12WOUS	USA	Not known yet (7/25/24)	N/A	HYDROPHILIC TRANS-CYCLOOCTENE (HYTCO) COMPOUNDS, CONSTRUCTS AND CONJUGATES CONTAINING THE SAME	Veraxa Biotech GmbH	N/A
BHIP-C22-17WOEP	Europe²	EP2516468A1 (12/23/10)	EP2516468B1 (10/31/2012)	ANTI-FLT3 ANTIBODIES AND METHODS OF USING THE SAME	Synimmune GmbH	Veraxa Biotech GmbH
BHIP-C22-17WOEPHK	HongKong	HK1172910A1 (12/23/10)	HK1172910B (5/3/2013)	ANTI-FLT3 ANTIBODIES AND METHODS OF USING THE SAME	Synimmune GmbH	Veraxa Biotech GmbH
BHIP-C22-17WOBR	Brazil	BR112012015740 (12/23/10)	BR112012015740 (4/25/17)	ANTI-FLT3 ANTIBODIES AND METHODS OF USING THE SAME	Synimmune GmbH	Veraxa Biotech GmbH
BHIP-C22-17WOCA	Canada	CA2785178A1 (12/23/10)	CA2785178C (9/3/19)	ANTI-FLT3 ANTIBODIES AND METHODS OF USING THE SAME	Synimmune GmbH	Veraxa Biotech GmbH
BHIP-C22-17WOCN	China	CN102770453A (12/23/10)	CN102770453B (10/8/14)	ANTI-FLT3 ANTIBODIES AND METHODS OF USING THE SAME	Synimmune GmbH	Veraxa Biotech GmbH

Validated in AL, AT, BE, CH, DE, DK, ES, FI, FR, GB, HR, HU, IE, IS, IT, LT, LU, LV, MC, MK, MT, NL, NO, SE and SI

- 23 -

BHIP-C22-17WOEA	EA³	EA027502A1 (12/23/10)	EA027502B1 (8/31/2017)	ANTI-FLT3 ANTIBODIES AND METHODS OF USING THE SAME	Synimmune GmbH	Veraxa Biotech GmbH
BHIP-C22-17WOIN	IN	IN2012DN06084 (12/23/10)	IN328198	ANTI-FLT3 ANTIBODIES AND METHODS OF USING THE SAME	Synimmune GmbH	Veraxa Biotech GmbH
BHIP-C22-17WOJP	JP	JP5944831A (12/23/10)	JP5944831B2 (7/5/16)	ANTI-FLT3 ANTIBODIES AND METHODS OF USING THE SAME	Synimmune GmbH	Veraxa Biotech GmbH
BHIP-C22-17WOUS	US	US13/518,799 (12/23/10)	US9023996B2 (5/5/15)	ANTI-FLT3 ANTIBODIES AND METHODS OF USING THE SAME	Synimmune GmbH	Veraxa Biotech GmbH
BHIP-C22-18WO	WIPO	PCT/EP2026/055663 (3/2/26)	N/A	BIPARTITE TARGETING AGENT-PAYLOAD CONJUGATES	Veraxa Biotech GmbH	N/A
BHIP-C22-19WO	WIPO	PCT/EP2025/088272 (12/19/25)	N/A	IMPROVED ANTI-CD3 ANTIBODIES	Veraxa Biotech GmbH	N/A
BHIP-C22-20EP	Europe	EP26165009.7 (3/16/26)	N/A	IMPROVED SPLIT T CELL ENGAGING ANTIBODIES	Veraxa Biotech GmbH	N/A
BHIP-C22-21WO	WIPO	PCT/EP2025/088925 (12/23/25)	N/A	NOVEL TCO-FUNCTIONALIZED GLYCAN ENGINEERED IMMUNOGLOBULIN MOLECULES AND NOVEL ANTIBODY PAYLOAD CONJUGATES	Veraxa Biotech GmbH	N/A
BHIP-C22-22EP	Europe	EP25175568.2 (5/10/25)	N/A	IMPROVED PRODUCTION OF SPLIT ANTIBODIES	Veraxa Biotech GmbH	N/A
BHIP-C22-23EP	Europe	EP25211422.8 (10/27/25)	N/A	PREDICTION AND TREATMENT METHODS FOR PATIENTS HAVING A HEMATOLOGY MALIGNANCY	Veraxa Biotech GmbH	N/A
BHIP-C22-24EP	Europe	EP26165010.5 (3/16/26)	N/A	RECOMBINANT BINDING PROTEINS SPECIFIC FOR EpCAM AND CDH3 TO ENGAGE T-CELLS	Veraxa Biotech GmbH	N/A

Validated in AM, AZ, BY, KG, KZ, MD, RU, TJ and TM.

- 24 -

BHIP-C22-25EP

Europe

EP26165065.9

(3/16/26)

N/A

HER3-NEC4 BISPECIFIC ANTIBODY DRUG CONJUGATES

Veraxa Biotech GmbH

N/A

BHIP-C22-26EP

Europe

EP26165019.6

(3/16/26)

N/A

TETRAZINE-FUNCTIONALIZED PYRROLOBENZODIAZEPINE-DIMER PAYLOADS AND CORRESPONDING ANTIBODY PAYLOAD CONJUGATES

Veraxa Biotech GmbH

N/A

Utility Models (including applications):

None.

Trademarks (including applications):

VERAXA Ref.	Jurisdiction	Application Nr. and date	Registration Nr. and date	Trademark	Registered owner	Actual owner if not registered
BHIP-C22-TM-01/EM	European Union	018359289 (12/21/20)	018359289 (5/19/21)	VERAXA (wordmark)	Veraxa Biotech GmbH	N/A
BHIP-C22-TM-01/US	United States	90784943 (6/21/21)	7282793 (1/23/24)	VERAXA (wordmark)	Veraxa Biotech GmbH	N/A
BHIP-C22-TM-01/WO	WIPO	1610062 (6/21/21)	1610062 (6/21/21)	VERAXA (wordmark)	Veraxa Biotech GmbH	N/A
BHIP-C22-TM-01/WO-CN	China	1610062 (6/21/21)	1610062 (6/21/21)	VERAXA (wordmark)	Veraxa Biotech GmbH	N/A
BHIP-C22-TM-01/WO-GB	GB	1610062 (6/21/21)	1610062 (6/21/21)	VERAXA (wordmark)	Veraxa Biotech GmbH	N/A
BHIP-C22-TM-01/WO-IN	India	1610062 (6/21/21)	1610062 (6/21/21)	VERAXA (wordmark)	Veraxa Biotech GmbH	N/A

- 25 -

BHIP-C22-TM-01/WO-JP	Japan	1610062 (6/21/21)	1610062 (6/21/21)	VERAXA (wordmark)	Veraxa Biotech GmbH	N/A
BHIP-C22-TM-01/WO-KR	Korea	1610062 (6/21/21)	1610062 (6/21/21)	VERAXA (wordmark)	Veraxa Biotech GmbH	N/A
BHIP-C22-TM-01/WO-NO	Norway	1610062 (6/21/21)	1610062 (6/21/21)	VERAXA (wordmark)	Veraxa Biotech GmbH	N/A
BHIP-C22-TM-02/DE	Germany	3020241100725 (5/27/24)	302024110072 (11/15/24)	BiTAC (wordmark)	Veraxa Biotech GmbH	N/A
BHIP-C22-TM-02/US	US	98569862 (5/27/24)	728793 (10/14/25)	BiTAC (wordmark)	Veraxa Biotech GmbH	N/A
BHIP-C22-TM-02/WO	WIPO	1845572 (11/26/24)	1845572 (11/26/24)	BiTAC (wordmark)	Veraxa Biotech GmbH	N/A
BHIP-C22-TM-02/WO-CN	China	1845572 (11/26/24)	1845572 (11/26/24)	BiTAC (wordmark)	Veraxa Biotech GmbH	N/A
BHIP-C22-TM-02/WO-EM	European Union	1845572 (11/26/24)	018359289 (11/26/24)	BiTAC (wordmark)	Veraxa Biotech GmbH	N/A
BHIP-C22-TM-02/WO-GB	GB	1845572 (11/26/24)	1845572 (11/26/24)	BiTAC (wordmark)	Veraxa Biotech GmbH	N/A
BHIP-C22-TM-02/WO-IN	India	1845572 (11/26/24)	N/A	BiTAC (wordmark)	Veraxa Biotech GmbH	N/A
BHIP-C22-TM-02/WO-JP	Japan	1845572 (11/26/24)	N/A	BiTAC (wordmark)	Veraxa Biotech GmbH	N/A
BHIP-C22-TM-02/WO-KR	Korea	1845572 (11/26/24)	N/A	BiTAC (wordmark)	Veraxa Biotech GmbH	N/A
BHIP-C22-TM-02/WO-NO	Norway	1845572 (11/26/24)	1845572 (12/9/25)	BiTAC (wordmark)	Veraxa Biotech GmbH	N/A

Design Rights (including applications):

None.

Copyrights:

None.

- 26 -

Part 2

Co-Ownership

VERAXA Ref.	Jurisdiction	Application Nr. and date	Registration Nr. and date	Short description	Registered owner	Actual owner if not registered
BHIP-C22-09WOEP	Europe	EP4444356 (12/8/22)	N/A	HYDROPHILIC TETRAZINE-FUNCTIONALIZED PAYLOADS FOR PREPARATION OF TARGETING CONJUGATES	EMBL & Veraxa Biotech GmbH	Veraxa Biotech GmbH
BHIP-C22-09WOUS	USA	US 18/716,887 (12/8/22)	N/A	HYDROPHILIC TETRAZINE-FUNCTIONALIZED PAYLOADS FOR PREPARATION OF TARGETING CONJUGATES	Veraxa Biotech GmbH	Veraxa Biotech GmbH
BHIP-C22-09WOCN	China	CN118574641 (12/8/22)	N/A	HYDROPHILIC TETRAZINE-FUNCTIONALIZED PAYLOADS FOR PREPARATION OF TARGETING CONJUGATES	Veraxa Biotech GmbH	Veraxa Biotech GmbH
BHIP-C22-09WOKR	South Korea	KR20247022285 (12/8/22)	N/A	HYDROPHILIC TETRAZINE-FUNCTIONALIZED PAYLOADS FOR PREPARATION OF TARGETING CONJUGATES	Veraxa Biotech GmbH	Veraxa Biotech GmbH
BHIP-C22-09WOJP	Japan	JP 2024-534520 (12/8/22)	N/A	HYDROPHILIC TETRAZINE-FUNCTIONALIZED PAYLOADS FOR PREPARATION OF TARGETING CONJUGATES	Veraxa Biotech GmbH	Veraxa Biotech GmbH
BHIP-C22-09WOCA	Canada	CA3239713 (12/8/22)	N/A	HYDROPHILIC TETRAZINE-FUNCTIONALIZED PAYLOADS FOR PREPARATION OF TARGETING CONJUGATES	Veraxa Biotech GmbH	Veraxa Biotech GmbH
BHIP-C22-09WOAU	Australia	AU20220404647 (12/8/22)	N/A	HYDROPHILIC TETRAZINE-FUNCTIONALIZED PAYLOADS FOR PREPARATION OF TARGETING CONJUGATES	Veraxa Biotech GmbH	Veraxa Biotech GmbH

- 27 -

Part 3

Exclusive Rights of use

VERAXA Ref.	Licensed IP Right⁴	Owner	Licensor (if not identical with owner)	Licensee	Territorial scope of license	Limitations of license
BHIP-C22-01-WOCA	Patent CA2984045C	EMBL	EMBL	Veraxa Biotech GmbH	Worldwide	Exclusive; limited to microfluidic antibody screening field; EMBL retains research rights; royalties: none (equity consideration).
BHIP-C22-01-WOCN	Patent CN107810413	EMBL	EMBL	Veraxa Biotech GmbH	Worldwide	Exclusive; limited to microfluidic antibody screening field; EMBL retains research rights; royalties: none (equity consideration).
BHIP-C22-01-WOEP	Patent EP3289362⁵	EMBL	EMBL	Veraxa Biotech GmbH	Worldwide	Exclusive; limited to microfluidic antibody screening field; EMBL retains research rights; royalties: none (equity consideration).
BHIP-C22-01-WOEPHK	Patent HK1251660	EMBL	EMBL	Veraxa Biotech GmbH	Worldwide	Exclusive; limited to microfluidic antibody screening field; EMBL retains research rights; royalties: none (equity consideration).
BHIP-C22-01-WOIL	Patent IL255260	EMBL	EMBL	Veraxa Biotech GmbH	Worldwide	Exclusive; limited to microfluidic antibody screening field; EMBL retains research rights; royalties: none (equity consideration).
BHIP-C22-01-WOIN	Patent IN364123	EMBL	EMBL	Veraxa Biotech GmbH	Worldwide	Exclusive; limited to microfluidic antibody screening field; EMBL retains research rights; royalties: none (equity consideration).
BHIP-C22-01-WOJP	Patent JP6851982	EMBL	EMBL	Veraxa Biotech GmbH	Worldwide	Exclusive; limited to microfluidic antibody screening field; EMBL retains research rights; royalties: none (equity consideration).

- 28 -

BHIP-C22-01-WOUS	Patent US10710078	EMBL	EMBL	Veraxa Biotech GmbH	Worldwide	Exclusive; limited to microfluidic antibody screening field; EMBL retains research rights; royalties: none (equity consideration).
BHIP-C22-02-WOCA	Patent CA3011349	EMBL	EMBL	Veraxa Biotech GmbH	Worldwide	Exclusive; limited to microfluidic antibody screening field; EMBL retains research rights; royalties: none (equity consideration).
BHIP-C22-02-WOCN	Patent CN108778508	EMBL	EMBL	Veraxa Biotech GmbH	Worldwide	Exclusive; limited to microfluidic antibody screening field; EMBL retains research rights; royalties: none (equity consideration).
BHIP-C22-02-WOEP	Patent EP3402596	EMBL	EMBL	Veraxa Biotech GmbH	Worldwide	Exclusive; limited to microfluidic antibody screening field; EMBL retains research rights; royalties: none (equity consideration).
BHIP-C22-02-WOEPHK	Patent HK40000713	EMBL	EMBL	Veraxa Biotech GmbH	Worldwide	Exclusive; limited to microfluidic antibody screening field; EMBL retains research rights; royalties: none (equity consideration).
BHIP-C22-02-WOJP	Patent JP7179329	EMBL	EMBL	Veraxa Biotech GmbH	Worldwide	Exclusive; limited to microfluidic antibody screening field; EMBL retains research rights; royalties: none (equity consideration).
BHIP-C22-02-WOUS	Patent US12083512	EMBL	EMBL	Veraxa Biotech GmbH	Worldwide	Exclusive; limited to microfluidic antibody screening field; EMBL retains research rights; royalties: none (equity consideration).
BHIP-C22-03-WOEP	Patent EP3515598	EMBL	EMBL	Veraxa Biotech GmbH	Worldwide	Exclusive; limited to microfluidic antibody screening field; EMBL retains research rights; royalties: none (equity consideration).

- 29 -

BHIP-C22-03-WOEPHK	Patent HK40011276	EMBL	EMBL	Veraxa Biotech GmbH	Worldwide	Exclusive; limited to microfluidic antibody screening field; EMBL retains research rights; royalties: none (equity consideration).
BHIP-C22-03-WOUS	Patent US11524294	EMBL	EMBL	Veraxa Biotech GmbH	Worldwide	Exclusive; limited to microfluidic antibody screening field; EMBL retains research rights; royalties: none (equity consideration).
BHIP-C22-03-WOUS2	Patent US12179202	EMBL	EMBL	Veraxa Biotech GmbH	Worldwide	Exclusive; limited to microfluidic antibody screening field; EMBL retains research rights; royalties: none (equity consideration).
BHIP-C22-04-WOCA	Patent CA2826041	EMBL	EMBL	Veraxa Biotech GmbH	Worldwide	Exclusive; limited to microfluidic antibody screening field; EMBL retains research rights; royalties: none (equity consideration).
BHIP-C22-04-WOUS	Patent US9085514	EMBL	EMBL	Veraxa Biotech GmbH	Worldwide	Exclusive; limited to microfluidic antibody screening field; EMBL retains research rights; royalties: none (equity consideration).
BHIP-C22-04-WOJP	Patent JP 5951644	EMBL	EMBL	Veraxa Biotech GmbH	Worldwide	Exclusive; limited to microfluidic antibody screening field; EMBL retains research rights; royalties: none (equity consideration).
BHIP-C22-04-WOJP2	Patent JP 6263227	EMBL	EMBL	Veraxa Biotech GmbH	Worldwide	Exclusive; limited to microfluidic antibody screening field; EMBL retains research rights; royalties: none (equity consideration).
BHIP-C22-04-WOEP	Patent EP 2670767⁶	EMBL	EMBL	Veraxa Biotech GmbH	Worldwide	Exclusive; limited to microfluidic antibody screening field; EMBL retains research rights; royalties: none (equity consideration).

- 30 -

BHIP-C22-04-WOEP2	Patent EP 3279211⁷	EMBL	EMBL	Veraxa Biotech GmbH	Worldwide	Exclusive; limited to microfluidic antibody screening field; EMBL retains research rights; royalties: none (equity consideration).
BHIP-C22-05-WOEP	Patent EP3094977⁸	EMBL	EMBL	Veraxa Biotech GmbH	Worldwide	Exclusive; limited to microfluidic antibody screening field; EMBL retains research rights; royalties: none (equity consideration).
BHIP-C22-05-WOJP	Patent JP6479022	EMBL	EMBL	Veraxa Biotech GmbH	Worldwide	Exclusive; limited to microfluidic antibody screening field; EMBL retains research rights; royalties: none (equity consideration).
BHIP-C22-05-WOUS	Patent US10519101	EMBL	EMBL	Veraxa Biotech GmbH	Worldwide	Exclusive; limited to microfluidic antibody screening field; EMBL retains research rights; royalties: none (equity consideration).
BHIP-C22-05-WOCA	Patent CA2936615	EMBL	EMBL	Veraxa Biotech GmbH	Worldwide	Exclusive; limited to microfluidic antibody screening field; EMBL retains research rights; royalties: none (equity consideration).
BHIP-C22-06WOEP	Patent EP3526338	EMBL	EMBL	Veraxa Biotech GmbH	Worldwide	Exclusive; limited to microfluidic antibody screening field; EMBL retains research rights; royalties: none (equity consideration).
BHIP-C22-06WOAU	Patent AU2017342062	EMBL	EMBL	Veraxa Biotech GmbH	Worldwide	Exclusive; limited to microfluidic antibody screening field; EMBL retains research rights; royalties: none (equity consideration).

- 31 -

BHIP-C22-06WOJP	Patent JP 7277361	EMBL	EMBL	Veraxa Biotech GmbH	Worldwide	Exclusive; limited to microfluidic antibody screening field; EMBL retains research rights; royalties: none (equity consideration).
BHIP-C22-06WOCN	Patent CN110062808	EMBL	EMBL	Veraxa Biotech GmbH	Worldwide	Exclusive; limited to microfluidic antibody screening field; EMBL retains research rights; royalties: none (equity consideration).
BHIP-C22-06WOCA	Patent CA3039334	EMBL	EMBL	Veraxa Biotech GmbH	Worldwide	Exclusive; limited to microfluidic antibody screening field; EMBL retains research rights; royalties: none (equity consideration).
BHIP-C22-06WOUS	Patent US11492608	EMBL	EMBL	Veraxa Biotech GmbH	Worldwide	Exclusive; limited to microfluidic antibody screening field; EMBL retains research rights; royalties: none (equity consideration).
BHIP-C22-06WOUS2	Patent US17/954,097	EMBL	EMBL	Veraxa Biotech GmbH	Worldwide	Exclusive; limited to microfluidic antibody screening field; EMBL retains research rights; royalties: none (equity consideration).
BHIP-C22-07WOHK	Patent HK40066164	EMBL	EMBL	Veraxa Biotech GmbH	Worldwide	Exclusive; limited to microfluidic antibody screening field; EMBL retains research rights; royalties: none (equity consideration).
BHIP-C22-07WOEP	Patent EP3924365⁹	EMBL	EMBL	Veraxa Biotech GmbH	Worldwide	Exclusive; limited to microfluidic antibody screening field; EMBL retains research rights; royalties: none (equity consideration).
BHIP-C22-07WOEP-2	Patent EP25207252.5	EMBL	EMBL	Veraxa Biotech GmbH	Worldwide	Exclusive; limited to microfluidic antibody screening field; EMBL retains research rights; royalties: none (equity consideration).

- 32 -

BHIP-C22-07WOIL	Patent IL285405	EMBL	EMBL	Veraxa Biotech GmbH	Worldwide	Exclusive; limited to microfluidic antibody screening field; EMBL retains research rights; royalties: none (equity consideration).
BHIP-C22-07WOIN	Patent IN202117035048	EMBL	EMBL	Veraxa Biotech GmbH	Worldwide	Exclusive; limited to microfluidic antibody screening field; EMBL retains research rights; royalties: none (equity consideration).
BHIP-C22-07WOJP	Patent JP2022521049	EMBL	EMBL	Veraxa Biotech GmbH	Worldwide	Exclusive; limited to microfluidic antibody screening field; EMBL retains research rights; royalties: none (equity consideration).
BHIP-C22-07WOJP-2	Patent CA3129336	EMBL	EMBL	Veraxa Biotech GmbH	Worldwide	Exclusive; limited to microfluidic antibody screening field; EMBL retains research rights; royalties: none (equity consideration).
BHIP-C22-07WOCN	Patent JP2025025264	EMBL	EMBL	Veraxa Biotech GmbH	Worldwide	Exclusive; limited to microfluidic antibody screening field; EMBL retains research rights; royalties: none (equity consideration).
BHIP-C22-07WOCA	Patent CN113727993	EMBL	EMBL	Veraxa Biotech GmbH	Worldwide	Exclusive; limited to microfluidic antibody screening field; EMBL retains research rights; royalties: none (equity consideration).
BHIP-C22-07WOUS	Patent US17/426,338	EMBL	EMBL	Veraxa Biotech GmbH	Worldwide	Exclusive; limited to microfluidic antibody screening field; EMBL retains research rights; royalties: none (equity consideration).
BHIP-C22-08WOAU	Patent AU2021222340	EMBL	EMBL	Veraxa Biotech GmbH	Worldwide	Exclusive; limited to microfluidic antibody screening field; EMBL retains research rights; royalties: none (equity consideration).

- 33 -

BHIP-C22-08WOCA	Patent CA3167467	EMBL	EMBL	Veraxa Biotech GmbH	Worldwide	Exclusive; limited to microfluidic antibody screening field; EMBL retains research rights; royalties: none (equity consideration).
BHIP-C22-08WOCN	Patent CN115485380	EMBL	EMBL	Veraxa Biotech GmbH	Worldwide	Exclusive; limited to microfluidic antibody screening field; EMBL retains research rights; royalties: none (equity consideration).
BHIP-C22-08WOEP	Patent EP4107263	EMBL	EMBL	Veraxa Biotech GmbH	Worldwide	Exclusive; limited to microfluidic antibody screening field; EMBL retains research rights; royalties: none (equity consideration).
BHIP-C22-08WOHK2	Patent HK40087320	EMBL	EMBL	Veraxa Biotech GmbH	Worldwide	Exclusive; limited to microfluidic antibody screening field; EMBL retains research rights; royalties: none (equity consideration).
BHIP-C22-08WOKR	Patent KR20220149807	EMBL	EMBL	Veraxa Biotech GmbH	Worldwide	Exclusive; limited to microfluidic antibody screening field; EMBL retains research rights; royalties: none (equity consideration).
BHIP-C22-08WOUS	Patent US17/800,806	EMBL	EMBL	Veraxa Biotech GmbH	Worldwide	Exclusive; limited to microfluidic antibody screening field; EMBL retains research rights; royalties: none (equity consideration).
BHIP-C22-08WOJP	Patent JP7742353	EMBL	EMBL	Veraxa Biotech GmbH	Worldwide	Exclusive; limited to microfluidic antibody screening field; EMBL retains research rights; royalties: none (equity consideration).

- 34 -

BHIP-C22-13WOAU	Patent AU2013208895	Cherry Biolabs	Cherry Biolabs	Veraxa Biotech GmbH	Worldwide	Exclusive; subject to Morphosys target carve-out; Uni Würzburg retains research rights; royalties apply.
BHIP-C22-13WOBR	Patent BR112014017182	Cherry Biolabs	Cherry Biolabs	Veraxa Biotech GmbH	Worldwide	Exclusive; subject to Morphosys target carve-out; Uni Würzburg retains research rights; royalties apply.
BHIP-C22-13WOCA	Patent CA2861003	Cherry Biolabs	Cherry Biolabs	Veraxa Biotech GmbH	Worldwide	Exclusive; subject to Morphosys target carve-out; Uni Würzburg retains research rights; royalties apply.
BHIP-C22-13WOCN	Patent CN104159923	Cherry Biolabs	Cherry Biolabs	Veraxa Biotech GmbH	Worldwide	Exclusive; subject to Morphosys target carve-out; Uni Würzburg retains research rights; royalties apply.
BHIP-C22-13WOEARU	Patent RU033947	Cherry Biolabs	Cherry Biolabs	Veraxa Biotech GmbH	Worldwide	Exclusive; subject to Morphosys target carve-out; Uni Würzburg retains research rights; royalties apply.
BHIP-C22-13WOEP3	Patent EP3907241	Cherry Biolabs	Cherry Biolabs	Veraxa Biotech GmbH	Worldwide	Exclusive; subject to Morphosys target carve-out; Uni Würzburg retains research rights; royalties apply.
BHIP-C22-13WOIL	Patent IL233566	Cherry Biolabs	Cherry Biolabs	Veraxa Biotech GmbH	Worldwide	Exclusive; subject to Morphosys target carve-out; Uni Würzburg retains research rights; royalties apply.
BHIP-C22-13WOIN	Patent IN418167	Cherry Biolabs	Cherry Biolabs	Veraxa Biotech GmbH	Worldwide	Exclusive; subject to Morphosys target carve-out; Uni Würzburg retains research rights; royalties apply.
BHIP-C22-13WOJP	Patent JP6408915	Cherry Biolabs	Cherry Biolabs	Veraxa Biotech GmbH	Worldwide	Exclusive; subject to Morphosys target carve-out; Uni Würzburg retains research rights; royalties apply.

- 35 -

BHIP-C22-13WOKR	Patent KR10-2100817	Cherry Biolabs	Cherry Biolabs	Veraxa Biotech GmbH	Worldwide	Exclusive; subject to Morphosys target carve-out; Uni Würzburg retains research rights; royalties apply.
BHIP-C22-13WOMX	Patent MX359411	Cherry Biolabs	Cherry Biolabs	Veraxa Biotech GmbH	Worldwide	Exclusive; subject to Morphosys target carve-out; Uni Würzburg retains research rights; royalties apply.
BHIP-C22-13WOSG	Patent SG11201403997	Cherry Biolabs	Cherry Biolabs	Veraxa Biotech GmbH	Worldwide	Exclusive; subject to Morphosys target carve-out; Uni Würzburg retains research rights; royalties apply.
BHIP-C22-13WOUS2	Patent US11427644	Cherry Biolabs	Cherry Biolabs	Veraxa Biotech GmbH	Worldwide	Exclusive; subject to Morphosys target carve-out; Uni Würzburg retains research rights; royalties apply.
BHIP-C22-13WOZA	Patent ZA2014/05658	Cherry Biolabs	Cherry Biolabs	Veraxa Biotech GmbH	Worldwide	Exclusive; subject to Morphosys target carve-out; Uni Würzburg retains research rights; royalties apply.
BHIP-C22-14WOEP	Patent EP3180361¹⁰	Cherry Biolabs	Cherry Biolabs	Veraxa Biotech GmbH	Worldwide	Exclusive; subject to Morphosys target carve-out; Uni Würzburg retains research rights; royalties apply.
BHIP-C22-15WOEP	Patent EP3759135	Cherry Biolabs	Cherry Biolabs	Veraxa Biotech GmbH	Worldwide	Exclusive; subject to Morphosys target carve-out; Uni Würzburg retains research rights; royalties apply.
BHIP-C22-15WOUS2	Patent US18/970,005	Cherry Biolabs	Cherry Biolabs	Veraxa Biotech GmbH	Worldwide	Exclusive; subject to Morphosys target carve-out; Uni Würzburg retains research rights; royalties apply.
BHIP-C22-16WOEP	Patent EP4346885	Cherry Biolabs	Cherry Biolabs	Veraxa Biotech GmbH	Worldwide	Exclusive; subject to Morphosys target carve-out; Uni Würzburg retains research rights; royalties apply.

- 36 -

BHIP-C22-16WOUS	Patent 18/564,921	Cherry Biolabs	Cherry Biolabs	Veraxa Biotech GmbH	Worldwide	Exclusive; subject to Morphosys target carve-out; Uni Würzburg retains research rights; royalties apply.
BHIP-C22-16WOAU	Patent AU20220281108	Cherry Biolabs	Cherry Biolabs	Veraxa Biotech GmbH	Worldwide	Exclusive; subject to Morphosys target carve-out; Uni Würzburg retains research rights; royalties apply.
BHIP-C22-16WOCA	Patent CA3217894	Cherry Biolabs	Cherry Biolabs	Veraxa Biotech GmbH	Worldwide	Exclusive; subject to Morphosys target carve-out; Uni Würzburg retains research rights; royalties apply.
BHIP-C22-16WOHK	Patent HK40106922	Cherry Biolabs	Cherry Biolabs	Veraxa Biotech GmbH	Worldwide	Exclusive; subject to Morphosys target carve-out; Uni Würzburg retains research rights; royalties apply.

- 37 -

Schedule 2
Permitted IP

Title: DUAL ANTIGEN-INDUCED BIPARTITE FUNCTIONAL COMPLEMENTATION
VERAXA Ref.	Country	Patent/appl. number	Filing date	Status	Expiration Date or Anticipated Expiration Date (if pending)
BHIP-C22-13WOAU	Australia	AU2013208895	1/14/13	Granted	1/14/33
BHIP-C22-13WOBR	Brasil	BR112014017182	1/14/13	Granted	1/14/33
BHIP-C22-13WOCA	Canada	CA2861003	1/14/13	Granted	1/14/33
BHIP-C22-13WOCN	China	CN104159923	1/14/13	Granted	1/14/33
BHIP-C22-13WOEARU	Russia (EA)	RU033947	1/14/13	Granted	1/14/33
BHIP-C22-13WOEP3	Europe	EP3907241	1/14/13	Pending	1/14/33
BHIP-C22-13WOIL	Israel	IL233566	1/14/13	Granted	1/14/33
BHIP-C22-13WOIN	India	IN418167	1/14/13	Granted	1/14/33
BHIP-C22-13WOJP	Japan	JP6408915	1/14/13	Granted	1/14/33
BHIP-C22-13WOKR	South Korea	KR10-2100817	1/14/13	Granted	1/14/33
BHIP-C22-13WOMX	Mexico	MX359411	1/14/13	Granted	1/14/33
BHIP-C22-13WOSG	Singapore	SG11201403997	1/14/13	Granted	1/14/33
BHIP-C22-13WOUS2	USA	US11427644	1/14/13	Granted	8/24/34
BHIP-C22-13WOZA	South Africa	ZA2014/05658	1/14/13	Granted	1/14/33

Title: RECOMBINANT ANTIBODY MOLECULE AND ITS USE FOR TARGET CELL RESTRICTED T CELL ACTIVATION
VERAXA Ref.	Country	Patent/appl. number	Filing date	Status	Expiration Date
BHIP-C22-14WOEP	Europe	EP3180361	8/11/15	Granted*	8/11/35

Title: SPECIFIC DOSAGE REGIMEN FOR HEMIBODY THERAPY
VERAXA Ref.	Country	Patent/appl. number	Filing date	Status	Anticipated Expiration Date
BHIP-C22-15WOEP	Europe	EP3759135	12/21/18	Pending	12/21/38
BHIP-C22-15WOUS2	USA	US18/970,005	12/21/18	Pending	12/21/38

- 38 -

Title: RECOMBINANT PROTEINACEOUS BINDING MOLECULES
VERAXA Ref.	Country	Patent/appl. number	Filing date	Status	Anticipated Expiration Date
BHIP-C22-16WOEP	Europe	EP4346885	5/27/22	Pending	5/27/42
BHIP-C22-16WOUS	USA	18/564,921	5/27/22	Pending	5/27/42
BHIP-C22-16WOAU	Australia	AU20220281108	5/27/22	Pending	5/27/42
BHIP-C22-16WOCA	Canada	CA3217894	5/27/22	Pending	5/27/42
BHIP-C22-16WOHK	HongKong	HK40106922	5/27/22	Pending	5/27/42

Title: IMPROVED ANTI-CD3 ANTIBODIES
VERAXA Ref.	Country	Patent/appl. number	Filing date	Status	Anticipated Expiration Date
BHIP-C22-19WO	WIPO	PCT/EP2025/088272	12/19/25	Pending	12/19/45

Title: IMPROVED SPLIT T CELL ENGAGING ANTIBODIES
VERAXA Ref.	Country	Patent/appl. number	Filing date	Status	Anticipated Expiration Date
BHIP-C22-20EP	Europe	EP26165009.7	3/16/26	Pending	3/16/46

Title: IMPROVED PRODUCTION OF SPLIT ANTIBODIES
VERAXA Ref.	Country	Patent/appl. number	Filing date	Status	Anticipated Expiration Date
BHIP-C22-22EP	Europe	EP25175568.2	5/10/25	Pending	5/10/45

Title: RECOMBINANT BINDING PROTEINS SPECIFIC FOR EpCAM AND CDH3 TO ENGAGE T-CELLS
VERAXA Ref.	Country	Patent/appl. number	Filing date	Status	Anticipated Expiration Date
BHIP-C22-24EP	Europe	EP26165010.5	3/16/26	Pending	3/16/46

- 39 -

SIGNATURES

The Pledgor

VERAXA Biotech GmbH

Signature:			Signature:

Name:			Name:
Title:			Title:

High Trail – Signature Page to IP Pledge Agreement

- 40 -

The Collateral Agent

HBC Collateral Agent LLC

Signature:

Name:
Title:

High Trail – Signature Page to IP Pledge Agreement

- 41 -

Execution Version

_____________ 2026

Veraxa Biotech AG
Veraxa Biotech Holding AG
(as Pledgors)

HBC Collateral Agent LLC
(as Collateral Agent)

and

Veraxa BioTech GmbH
(as Pledged Company)

SHARE PLEDGE AGREEMENT
(GESCHÄFTSANTEILSVERPFÄNDUNG)

Maximilianstrasse 13
80539 Munich, Germany
Tel: +49.89.2080.3.8000

www.lw.com

Contact: Dr. Christian Jahn

CONTENTS

Clause		Page
1.	Definitions and Interpretation	2
2.	Pledge	3
3.	Security purpose	4
4.	Dividends	4
5.	voting rights	4
6.	Representations and warranties	5
7.	Undertakings of Each Pledgor	6
8.	Enforcement	7
9.	Independent and continuing security	8
10.	*Release (Sicherheitenfreigabe)*	8
11.	Waiver of defences	9
12.	Liability and Indemnity	9
13.	Costs and expenses	9
14.	Assignment	9
15.	Partial invalidity	10
16.	Amendments	10
17.	Waivers	10
18.	Notices and their language	10
19.	Governing law; jurisdiction	11
SCHEDULE 1 EXISTING SHARES		12

- i -

This SHARE PLEDGE AGREEMENT (the “Agreement”) is made

AMONG:

(1)

Veraxa Biotech AG a public limited company organized under the Laws of Switzerland with offices located at Talacker 35, 8001 Zurich, Switzerland and registered with the Swiss commercial register under registration number CHE-191.735.923 as pledgor (the “Pledgor 1”);

(2)

HBC Collateral Agent LLC, a Delaware limited liability company, with business address at at c/o Hudson Bay Capital Management LP 290 Harbor Drive, 3rd Floor, Stamford, CT 06902, USA, acting in its capacity as collateral agent for the benefit of the Holders (the “Collateral Agent”);

(3)

Veraxa Biotech Holding AG a public limited company organized under the Laws of Switzerland with offices located at Talacker 35, 8001 Zurich, Switzerland and registered with the Swiss commercial register under registration number CHE-441.201.868 as future pledgor (the “Pledgor 2” together with Pledgor 1, the “Pledgors”); and

(4)

Veraxa Biotech GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) organised under the laws of Germany, having its registered seat in Im Neuenheimer Feld 584, 69120 Heidelberg and registered with the commercial register at the local court of Mannheim under registration number HRB 740261 as pledged company (“Pledged Company”).

WHEREAS:

(A)

The Pledgor 1 and the Pledgor 2 have entered into a securities purchase agreement dated May [●], 2026 (the “Securities Purchase Agreement”) with Voyager Acquisition Corp., a Cayman Islands exempted company with offices located at 131 Concord Street, Brooklyn, NY 11201 (“Voyager”) and certain investors as buyers (the “Initial Holders”) relating to the offering of up to USD 27,500,000 aggregate principal amount of senior secured notes and designated as Pledgor 2’s “Senior Secured Notes due 2027” (the “Notes”).

(B)

The Pledgor 1 is party to a certain business combination agreement (as the same may be amended, restated or supplemented from time to time, the “Merger Agreement”), dated April 22, 2025, by and among the Pledgor 2, Voyager, and the other parties thereto, pursuant to which, among other things, (i) Voyager will merge with and into Veraxa Cayman Merger Sub, an exempted company limited by shares incorporated under the laws of the Cayman Islands (“Merger Sub”), with Merger Sub surviving such merger and (ii) the Pledgor 1 will merge with and into the Pledgor 2, with the Pledgor 2 surviving such merger as a publicly traded company (collectively, the “deSPAC Transaction”).

(C)

The Pledged Company has a stated share capital (Stammkapital) in the nominal amount of EUR 117,143 which consists of one hundred seventeen thousand one hundred forty-three shares with the consecutive numbers 1 through 117,143 and each with a nominal amount of EUR 1.00 (the “Pledged Company Existing Shares”). The Pledgor 1 is the sole legal and beneficial owner of the Pledged Company Existing Shares. A copy of the current shareholders’ list (Gesellschafterliste) of the Pledged Company as filed with the commercial register and setting out the nominal amount of each share is attached hereto as Schedule 1 (Existing Shares) for information purposes.

(D)

It is a condition under the Securities Purchase Agreement that the Pledgors entered into certain security agreements, including the pledge of their rights and claims relating to their Shares (as defined below) to the Collateral Agent as security for its respective claims against the Pledgor 2 under and in connection with the Notes.

- 1 -

IT IS AGREED as follows:

Definitions and Interpretation

1.1

In this Agreement:

“Ancillary Rights” means all present and future rights to receive dividends and other distributions paid or payable on the Shares (as defined below), liquidation proceeds, consideration for redemption (Einziehungsentgelt), repaid capital in case of a capital decrease, any compensation in case of termination (Kündigung) and/or withdrawal (Austritt) of each Pledgor as shareholder of the Pledged Company, the surplus in case of surrender (Preisgabe), all present and future monetary claims of each Pledgor against the Pledged Company arising under or in connection with any existing or future domination and/or profit transfer agreement (Beherrschungs- und/oder Gewinnabführungsvertrag) or partial profit transfer agreement (Teilgewinnabführungsvertrag), and all other monetary claims and all other property rights pertaining to the Shares, including without limitation any subscription rights in respect of newly issued shares.

“Affiliate” means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with, such Person. For purposes of this definition, “control” (including the terms “controlled by” and “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“Business Day” means a day (other than a Saturday or Sunday) on which banks are open for general business in New York City.

“Existing Shares” means the shares in the Pledged Company set forth in Schedule 1 (Existing Shares) hereto, and all other shares in the Pledged Company owned by each Pledgor at the date hereof, if any.

“Future Shares” means all shares in the Pledged Company which each Pledgor may acquire in the future in the event of an increase of the share capital of the Pledged Company or otherwise.

“Holders” means the Initial Holders and each future holder of any of the Notes.

“Notes Documents” means the Securities Purchase Agreement, the Notes, the security documents related to the Securities Purchase Agreement and the Notes, and each of the other agreements and instruments entered into or delivered by any of the Parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

“Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organisation, any other entity and any governmental entity or any department or agency thereof.

“Parties” means the parties to this Agreement.

“Pledges” means the pledges created pursuant to Clause 2.1 (Pledge of Shares and Ancillary Rights).

- 2 -

“Secured Claims” means all present, future actual and/or contingent claims (Ansprüche) of whatever nature of the Collateral Agent against any or all of the Pledgors under or in connection with the Notes Documents (as amended, supplemented or restated from time to time and including, without limitation, any increase of existing or introduction of new payment obligations or extension of term) including, without limitation, claims of the Collateral Agent under any guarantee, abstract acknowledgement of debt (abstraktes Schuldanerkenntnis) or other form of parallel debt and any claims based on unjust enrichment (ungerechtfertigte Bereicherung) or tort (Delikt).

“Security” means a mortgage, land charge, pledge, lien, assignment or transfer for security purposes, retention of title arrangement or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect.

“Shares” means the Existing Shares and the Future Shares.

1.2

Any reference in this Agreement to a defined document is a reference to that defined document as amended (however fundamentally), supplemented, novated, restated or superseded from time to time.

1.3

A reference to any person in this Agreement includes such person’s successors, transferees and assignees.

1.4

The stipulations of this Agreement remain unaffected by any diverging stipulations in any other Notes Document.

1.5

Where the context so permits, the singular includes the plural and vice versa.

1.6

“Promptly” means without undue delay (unverzüglich) within the meaning of Section 121 para. 1 German Civil Code.

1.7

Pledge

2.1

Pledge of Shares and Ancillary Rights

The Pledgor 1 hereby pledges the Shares and the Ancillary Rights to the Collateral Agent individually and simultaneously.

2.2

Pledge of Future Shares and Ancillary Rights

The Pledgor 2 hereby pledges the Future Shares and the Ancillary Rights to the Collateral Agent individually and simultaneously.

2.3

Acceptance

(a)

The Collateral Agent hereby accepts the Pledges created pursuant to Clause 2.1 (Pledge of Shares and Ancillary Rights).

(b)

The Collateral Agent hereby accepts the Pledges created pursuant to Clause 2.2 (Pledge of Future Shares and Ancillary Rights).

2.4

Independent Pledges

The validity and effect of each of the Pledges shall be independent from the validity and the effect of any of the other Pledges. The Pledges to the Collateral Agent shall be separate and individual pledges.

- 3 -

Security purpose

The Pledges granted to the Collateral Agent are constituted in order to secure the prompt and complete satisfaction of any and all Secured Claims of the Collateral Agent. The Pledges shall also cover any future extension (Erweiterung) of the Secured Claims and the Pledgors herewith expressly agree that the provisions of Section 1210 para. 1 sentence 2 German Civil Code shall not apply to this Agreement.

Dividends

4.1

Entitlement to receive dividend payments

Notwithstanding that the dividends and other distributions paid or payable on the Shares are pledged hereunder, the Pledgors shall be entitled to receive and retain all dividend payments and other distributions in respect of the Shares subject to Clause 4.2 (Collateral Agent’s rights) below.

4.2

Collateral Agent’s rights

Notwithstanding Clause 4.1 (Entitlement to receive dividend payments) above, upon revocation of the authorisation granted under such clause by the Collateral Agent following fulfilment of the requirements relating to enforcement of the Pledges (Pfandreife) set out in Clause 8.1:

(a)

dividends and profit shares paid or payable otherwise than in cash and other property received, receivable or otherwise distributed in respect of or in exchange for the Shares;

(b)

dividends and profit shares or other distributions paid or payable in cash in respect of the Shares in connection with the partial or total liquidation or dissolution or in connection with the reduction of capital, capital surplus or paid-in surplus; and

(c)

cash paid, payable or otherwise distributed in redemption of, or in exchange for the Shares,

shall be paid to and, if not available in cash, transferred, assigned and delivered to the Collateral Agent to be held as Security and shall, if received by the Pledgors, be received as holder for the Collateral Agent and segregated from the other property or funds of the Pledgors and be forthwith delivered to the Collateral Agent as Security in the same form as received.

voting rights

5.1

Voting rights with each Pledgor

The voting rights resulting from the Shares remain with each Pledgor. Each Pledgor, however, shall at all times until the full satisfaction of all Secured Claims or the release of the Pledges be required, in exercising its voting rights, to act in good faith to ensure that the validity and enforceability of the Pledges granted by it are not in any way adversely affected.

5.2

Impairment

The Pledgors shall not take, or participate in, any action which impairs, or which would for any other reason be inconsistent with, the security interest of the Collateral Agent or the security purpose as described in Clause 3 (Security purpose) hereof or which would defeat, impair or circumvent the rights of the Collateral Agent hereunder in each case in any material respect.

- 4 -

5.3

Information by the Pledgors

The Pledgors shall notify the Collateral Agent forthwith of any shareholders’ meeting at which a resolution is intended to be adopted which could reasonably be expected to have a material adverse effect upon the Pledges granted by them. The Pledgors shall then allow the Collateral Agent, as the case may be, its proxy or any other person designated by the Collateral Agent to attend such shareholders’ meeting of the Pledged Company and take such action as is necessary to cause the Pledged Company to allow such person to attend. The Collateral Agent’s right to attend the shareholders’ meeting shall terminate immediately upon complete satisfaction and discharge of the Secured Claims.

Representations and warranties

Each Pledgor represents and warrants to the Collateral Agent that:

(a)

(b)

(c)

the place from which the Pledged Company is in fact administered and where all material managerial decisions are taken (tatsächlicher Verwaltungssitz) is located in the Federal Republic of Germany;

(d)

the description of the Existing Shares in Schedule 1 (Existing Shares) is complete, true and correct;

(e)

Pledgor 1 is the sole legal and beneficial (wirtschaftlicher) owner of all the Existing Shares pledged by it and is correctly registered as shareholder in the shareholders’ list as filed with the competent commercial register and except for the Pledges, the Existing Shares pledged by it are free from any right, claim, title, interest, pledge, lien or other encumbrance or charge of third parties;

(f)

the Existing Shares as listed in Schedule 1 (Existing Shares) are its only shares in the Pledged Company at the date hereof and no resolutions have been adopted by the shareholders to increase the capital or make additional contributions to the capital of the Pledged Company;

(g)

subject to lit. (b) above, it is not subject to any restriction of any kind with regard to the transfer of, or the granting of a pledge in, or any other disposal of, the Existing Shares purported to be pledged by it or with regard to the right to receive dividends or profit shares on the Existing Shares pledged by it;

- 5 -

(h)

the Existing Shares pledged by it are fully paid and there is no obligation for a shareholder to make additional contributions;

(i)

the Pledges are first ranking pledges over the Existing Shares and the Ancillary Rights pertaining thereto;

(j)

all facts capable of being entered into the commercial register of the Pledged Company have been entered into the commercial register, and, in particular, no shareholders’ resolutions regarding changes in the articles of association of the Pledged Company have been passed which are not entered into the commercial register of the Pledged Company;

(k)

there are no silent partnership agreements or similar arrangements by which any third parties are entitled to a participation in the profits or revenue of the Pledged Company in respect of which it has granted a pledge; and

(l)

there are no option rights or other rights outstanding nor is there any other agreement by virtue of which any person is entitled to have issued or transferred to it any share, option, warrant or other interest of whatever nature in the Pledged Company.

Undertakings of Each Pledgor

Each Pledgor undertakes to the Collateral Agent:

(a)

to inform the Collateral Agent promptly of any attachments (Pfändung) in respect of any of the Shares or Ancillary Rights or any other events, circumstances or measures which may impair or jeopardise the Collateral Agent’s rights or interests relating thereto. In the event of an attachment, each Pledgor undertakes to promptly forward to the Collateral Agent a copy of the attachment order (Pfändungsbeschluss), the garnishee order (Überweisungsbeschluss) and all other documents necessary for a defence against the attachment. Each Pledgor shall promptly inform the attaching creditor of the Collateral Agent’s security interests hereunder;

(b)

at the Collateral Agent’s reasonable request and upon reasonable notice being given to each Pledgor, to furnish to the Collateral Agent such information concerning the Shares and the Ancillary Rights as is available to each Pledgor, to permit the Collateral Agent, any of its affiliates and/or accountants or other professional advisers of the Collateral Agent (provided that such affiliate, accountant or other professional advisor is subject to a professional obligation of secrecy (berufliche Schweigepflicht) or banking secrecy (Bankgeheimnis) or secrecy under any applicable confidentiality agreement) to inspect, audit and make copies of and extracts from all records and all other papers in the possession of each Pledgor which pertain to the Shares and Ancillary Rights at all reasonable times during normal business hours and, upon the reasonable request of the Collateral Agent, to deliver to the Collateral Agent copies of all such records and papers;

(c)

without the Collateral Agent’s prior written consent,

(i)

other than as permitted pursuant to the Securities Purchase Agreement, not to sell or encumber or otherwise dispose of the Shares or the Ancillary Rights pledged by it (and, in case of a permitted sale and/or transfer of Shares or Ancillary Rights, to procure that the buyer will accede to this Agreement as a pledgor);

- 6 -

(ii)

not to allow any party other than itself to subscribe for any newly issued share in the Pledged Company;

(d)

to ensure compliance with the obligations in respect of the completeness and correctness of the list of shareholders pursuant to Section 40 Limited Liability Companies Act (GmbHG);

(e)

to promptly notify the Collateral Agent of any change in the shareholding in, or the capital contributions to, the Pledged Company or of any change in the articles of association or the registration of the Pledged Company in the commercial register, in each case in a way which may adversely affect (i) the possibility to transfer, pledge or otherwise dispose of the Shares or Ancillary Rights pledged hereunder or (ii) the validity or enforceability of the Pledges granted hereunder;

(f)

to effect promptly any payments to be made to the Pledged Company (in respect of which it has granted a Pledge) in respect of the Shares and Ancillary Rights;

(g)

to execute such further documents and do such other acts as are reasonably necessary in order to fully effect the purposes of this Agreement at the Collateral Agent’s request;

(h)

that all Future Shares pledged by them will be fully paid up and that there will be no obligation for a shareholder to make additional contributions; and

(i)

to ensure that at all times the Collateral Agent holds a valid and first ranking pledge over 100% of the Shares in the Pledged Company (and in the case of a merger an equivalent security interest over the shares and interests in the surviving or, as the case may be, the new company or partnership) in accordance with the terms of this Agreement.

Enforcement

8.1

Enforcement right

If and when the requirements set forth in Sections 1273 para. 2, 1204 et seq. German Civil Code with regard to the enforcement of pledges are met (Pfandreife), the Collateral Agent may realise the Pledges (or any part thereof) by way of public auction (öffentliche Versteigerung) or in any other way permitted under German law, in all cases and notwithstanding Section 1277 German Civil Code without obtaining any enforceable judgment or other instrument (vollstreckbarer Titel).

8.2

Notification and auction

(a)

The Collateral Agent shall give each Pledgor one (1) week’s prior written notice of its intention to realise the security interests granted by such Pledgor hereunder. However, such notice is not necessary if such Pledgor has ceased to make payments, if an application for the institution of insolvency proceedings or similar proceedings is filed by or against such Pledgor, if there is reason to believe that observance of the notice period will materially and adversely affect the security interest of the Collateral Agent or if otherwise inappropriate (untunlich) in the meaning of Section 1234 para. 1 German Civil Code.

(b)

The public auction may be held at any place in the Federal Republic of Germany which will be determined by the Collateral Agent. Section 1237 sentence 2 German Civil Code shall not apply.

(c)

No further notices are required to initiate the enforcement of the Pledges.

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8.3

Collateral Agent’s discretions

The Collateral Agent may in its sole discretion determine which part of the Pledges shall be realised to satisfy the Secured Claims. Section 1230 sentence 2 German Civil Code shall not apply.

8.4

Assistance by Pledgors

If the Collateral Agent seeks to realise the Pledges pursuant to, and in accordance with Clause 8.1 (Enforcement right), the Pledgors shall, at their own expense, render forthwith all assistance reasonably necessary in order to facilitate the prompt sale of the Shares, any part thereof, the prompt enforcement and realisation of the Ancillary Rights and/or the exercise by the Collateral Agent of any other right the Collateral Agent may have under German law.

8.5

Dividends

Provided that the requirements for a realisation referred to under Clause 8.1 (Enforcement right) above are met, all dividends and other payments, if any, which have been or will be made to the Collateral Agent and, as the case may be, all payments based on similar ancillary rights attributed to the Shares may be applied by the Collateral Agent in satisfaction in whole or in part of the Secured Claims.

Independent and continuing security

10.

Release (Sicherheitenfreigabe)

10.1

Satisfaction of Secured Claims

After the Secured Claims have been satisfied in full, the Pledges will expire by operation of law. Upon request of the Pledgors, the Collateral Agent will confirm the expiration of the Pledges to the Pledgors as a matter of record and, in case of realisation pursuant to Clause 8 (Enforcement) hereof, surrender to the Pledgors any excess proceeds arising from the realisation of the Shares and the Ancillary Rights at the cost and expense of the Pledgors, unless the Collateral Agent is obliged to transfer such proceeds to a third party.

10.2

Excessive collateral

If, at any time, the total value of the security interests created under the Notes Documents and realisable on enforcement (the “Realisable Value”) exceeds 110 % of the Secured Claims (the “Limit”) not only temporarily, the Collateral Agent shall on demand of each Pledgor release such Security (Sicherheitenfreigabe) as the Collateral Agent (reasonably taking into account the legitimate interests of each Pledgor) deems fit so as to reduce the Realisable Value to the Limit. If VAT (Umsatzsteuer) is chargeable on any action taken by the Collateral Agent in enforcing the Security, the Limit shall be increased by the amount of VAT payable by the Collateral Agent.

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11.

Waiver of defences

(a)

The Pledgors hereby expressly waive all defences pursuant to Sections 770 paras. 1 and 2, 1211, 1273 German Civil Code; in case of the defence of set-off (Einrede der Aufrechenbarkeit) save to the extent that each Pledgor is in a position to discharge its Secured Claims by way of set-off of claims that are either undisputed or have been the subject of a final court judgment against claims of the Collateral Agent.

(b)

With effect from an enforcement of the Pledges (or any Pledge) granted under this Agreement, each Pledgor hereby irrevocably waives any rights which may pass to it by subrogation (e.g. pursuant to Section 1225 German Civil Code) or otherwise, including, but not limited to, any claim for recourse, damage or other reimbursement claim against the Pledged Company. The Pledged Company hereby accepts such waiver.

12.

Liability and Indemnity

12.1

Liability for damages

The Collateral Agent shall not be liable for any loss or damage suffered by the Pledgors save in respect of such loss or damage which is suffered as a result of the gross negligence or wilful misconduct of the Collateral Agent.

12.2

Indemnification

The Pledgors will indemnify the Collateral Agent and keep the Collateral Agent indemnified against any losses, actions, claims, expenses, demands and liabilities which may be incurred by or made against the Collateral Agent as a result of any breach of the Pledgors of any of their obligations or undertakings herein contained unless incurred by or made against the Collateral Agent as a result of the gross negligence or wilful misconduct of the Collateral Agent.

13.

Costs and expenses

(a)

The Pledgors shall promptly on demand pay (or procure payment) to the Collateral Agent the full amount of all costs, charges, fees and expenses (including fees for legal advisers) payable pursuant to Section 670 German Civil Code.

(b)

Furthermore, they shall promptly on demand pay (or procure payment) to the Collateral Agent the full amount of all reasonably documented costs, charges, fees and expenses (including fees for legal advisers)

(i)

reasonably incurred by it in connection with the preparation, negotiation, execution, notarisation and performance of this Agreement; and

(ii)

incurred by it in connection with the enforcement of this Agreement, or any waiver in relation thereto,

together in each case with any applicable value added tax or other taxes.

14.

Assignment

This Agreement shall be binding upon the Parties and their respective successors in law. If and when the Pledges have been transferred to a third party by operation of law due to a transfer of the Secured Claims in accordance with the Notes Documents, the Collateral Agent shall be entitled to assign or otherwise transfer any and all of its rights and duties under this Agreement to third parties in accordance with the provisions of the Securities Purchase Agreement, provided that the assignee accepts to be bound by the terms of this Agreement. The Pledgors shall not be entitled to transfer their rights to any third party without the prior written consent of the Collateral Agent.

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15.

Partial invalidity

16.

Amendments

Unless notarial form is required by mandatory law, changes and amendments to this Agreement (including to this Clause 16) must be made in writing.

17.

Waivers

18.

Notices and their language

18.1

Contact details

Any notice or other communication under or in connection with this Agreement shall be in writing and shall be delivered personally, or sent by mail, e-mail, or fax transmission to the following addresses:

	For Pledgor 1:	Veraxa Biotech AG
	Address:	Talacker 35, 8001 Zurich, Switzerland
	Email:	[email protected]
	Attention:	Oliver B. Baumann

	For Pledgor 2:	Veraxa Biotech Holding AG
	Address:	Talacker 35, 8001 Zurich, Switzerland
	Email:	[email protected]
	Attention:	Oliver B. Baumann

	For the Collateral Agent:	HBC Collateral Agent LLC
	Address:	c/o Hudson Bay Capital Management LP
		290 Harbor Drive, 3^rd Floor
		Stamford, CT 06902
		USA
	Attention:	Eric Helenek
	Email:	[email protected]
		hbc.pc.am@hudsonbaycapital

	For Pledged Company:	Veraxa Biotech GmbH
	Address:	Im Neuenheimer Feld 584, 69120 Heidelberg, Germany
	Email:	[email protected]
	Attention:	Christoph Antz

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or to such other address as the recipient may notify or may have notified to the other party in writing.

18.2

English language

(a)

Any notice given under or in connection with this Agreement must be in English.

(b)

All other documents provided under or in connection with this Agreement must be:

(i)

in English; or

(ii)

19.

Governing law; jurisdiction

(a)

This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with German law.

(b)

The courts of Frankfurt am Main shall have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including a dispute regarding the existence, validity or termination of this Agreement) (each a “Dispute”).

(c)

Sub-paragraph (b) is for the benefit of the Collateral Agent only. As a result, the Collateral Agent shall not be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction.

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SCHEDULE 1
Existing Shares

Pledgor	Numbers of shares	Nominal amount of Existing Shares in Euro	Percent of share capital
VERAXA Biotech AG	1 – 117,143	117,143	100%

- 12 -

Signatures

PLEDGORS

Veraxa Biotech AG

Signature:			Signature:

Name:			Name:
Title:			Title:

Veraxa Biotech Holding AG

Signature:			Signature:

Name:			Name:
Title:			Title:

PLEDGED COMPANY

VERAXA Biotech GmbH

Signature:			Signature:

Name:			Name:
Title:			Title:

(Signature Page to Share Pledge Agreement)

- 13 -

COLLATERAL AGENT

HBC Collateral Agent LLC

Signature:

Name:
Title:

(Signature Page to Share Pledge Agreement)

- 14 -

Exhibit 10.3

Execution Version

_____________ 2026

Veraxa BioTech GmbH
(as Pledgor)

and

HBC Collateral Agent LLC
(as Collateral Agent)

ACCOUNT PLEDGE AGREEMENT

Maximilianstrasse 13
80539 Munich, Germany
Tel: +49.89.2080.3.8000
www.lw.com

Contact: Dr. Christian Jahn

CONTENTS

Clause		Page
1.	Definitions and Interpretation	2
2.	Pledge	3
3.	Security purpose	3
4.	Notification of pledge	3
5.	Authorisation	4
6.	Representations and Warranties	4
7.	Undertakings	5
8.	Enforcement	5
9.	Limitation of enforcement	6
10.	Independent and continuing security	9
11.	*Release (Sicherheitenfreigabe)*	10
12.	Waiver of defences	10
13.	Liability and Indemnity	10
14.	Costs and expenses	10
15.	Assignment	11
16.	Partial invalidity	11
17.	Amendments	11
18.	Waivers	11
19.	Notices and their language	11
20.	Governing law; jurisdiction	12
21.	*Conclusion of this Agreement (Vertragsschluss)*	12
Schedule 1 Bank Accounts		13
Schedule 2 Notification of Pledges		14

- i -

This ACCOUNT PLEDGE AGREEMENT (the “Agreement”) is made

AMONG:

(1)

(2)

WHEREAS:

(A)

Veraxa Biotech AG a public limited company organized under the Laws of Switzerland with offices located at Talacker 35, 8001 Zurich, Switzerland (“Veraxa Biotech AG”) and Veraxa Biotech Holding AG, a company limited by shares organized under the Laws of Switzerland with offices located at Talacker 35, 8001 Zurich, Switzerland (the “Issuer”) have entered into a securities purchase agreement dated May [●], 2026 (the “Securities Purchase Agreement”) with Voyager Acquisition Corp., a Cayman Islands exempted company with offices located at 131 Concord Street, Brooklyn, NY 11201 (“Voyager”) and certain investors as buyers (the “Initial Holders”) relating to the offering of up to USD 27,500,000 aggregate principal amount of senior secured notes and designated as the Issuer’s “Senior Secured Notes due 2027” (the “Notes”).

(B)

(C)	The Pledgor is a 100% subsidiary of VERAXA Biotech AG.

(D)

It is a condition under the Securities Purchase Agreement that the Pledgor enters into certain security agreements, including the pledge of its rights and claims relating to its Bank Accounts (as defined below) to the Collateral Agent as security for its respective claims against the Issuer under and in connection with the Notes.

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IT IS AGREED as follows:

1.	Definitions and Interpretation

1.1	Unless otherwise defined in this Agreement, words and expressions defined in the Securities Purchase Agreement shall have the same meaning when used in this Agreement; furthermore, in this Agreement:

“Account Bank” means each bank where a Bank Account is held.

“Ancillary Rights” means any and all present and future, actual and contingent rights and claims (including monetary claims for damages) of the Pledgor arising out of the underlying contractual or other relationship under which the Bank Accounts are created, including but not limited to, unilateral rights (Gestaltungsrechte) of the Pledgor.

“Bank Accounts” means the bank accounts of the Pledgor, including those listed in Schedule 1 (Bank Accounts) hereto and including any sub-accounts (Unterkonten) and any further accounts and future accounts held by the Pledgor with any bank in Germany and all rights and claims pertaining thereto and any renewal, replacement and extension thereof.

“Default” means any Default or Event of Default (as each such term is defined in the Notes) under the Notes.

“Holder” means the Initial Holders and each future holder of any of the Notes.

“Notes Documents” means the Securities Purchase Agreement, the Notes and the other Transaction Documents (as defined in the Securities Purchase Agreement).

“Parties” means the parties to this Agreement.

“Pledges” means the pledges created pursuant to Clause 2 (Pledge).

1.2	Any reference in this Agreement to a defined document is a reference to that defined document as amended (however fundamentally), supplemented, novated, restated or superseded from time to time.

1.3	A reference to any person in this Agreement includes such person’s successors, transferees and assignees.

1.4	Whenever in this Agreement reference is made to the Collateral Agent, such reference shall be deemed to be a reference to the Collateral Agent acting as trustee for the benefit of the Holders, unless otherwise provided herein.

1.5	Where the context so permits, the singular includes the plural and vice versa.

1.6	The headings in this Agreement are for convenience only and are to be ignored in construing this Agreement.

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1.7	“Promptly” means without undue delay (unverzüglich) within the meaning of Section 121 para. 1 German Civil Code.

1.8

2.	Pledge

2.1	Pledges of Bank Accounts and Ancillary Rights

The Pledgor hereby pledges to the Collateral Agent its rights and claims relating to the present and future credit balance on each of its Bank Accounts including all interest payable thereon and all Ancillary Rights pertaining to such Bank Accounts.

2.2	Current Account

If and to the extent that there are any genuine or non-genuine current account (Kontokorrent) Bank Accounts between the Pledgor and any of the Account Banks or if such a relationship is entered into at any time after the date hereof, the Pledgor hereby pledges to each of the Collateral Agent in addition to the foregoing its rights to terminate any such current account relationship and the right to determine the present balance as well as any claims resulting from balances already drawn or to be drawn in the future.

2.3	Acceptance

The Collateral Agent hereby accepts the Pledges created pursuant to Clauses 2.1 (Pledges of Bank Accounts and Ancillary Rights) and 2.2 (Current Account).

2.4	Independent Pledges

3.	Security purpose

The Pledges are constituted in order to secure the prompt and complete satisfaction of any and all Secured Claims of the Collateral Agent. The Pledges shall also cover any future extension (Erweiterung) of the Secured Claims and the Pledgor herewith expressly agrees that the provisions of Section 1210 para. 1 sentence 2 German Civil Code shall not apply to this Agreement.

4.	Notification of pledge

(a)

The Pledgor undertakes to (i) notify the relevant Account Bank and any other relevant third party of the Pledges granted by it substantially in the form set out in Schedule 2 Part I (Notification of Pledge) attached to this Agreement by registered mail (Einschreiben mit Rückschein) promptly and in any event within five (5) Business Days after the date of this Agreement and within ten (10) Business Days after the opening of any new Bank Account and (ii) to use reasonable endeavours to procure that the Account Bank promptly and in any event within twenty (20) Business Days acknowledges receipt of the notification in substantially the form set out in Schedule 2 Part II (Acknowledgement of Receipt) and accepts the terms thereof. The Pledgor will keep the mail receipt of the notification and promptly, but in any case within five (5) Business Days from its receipt, send a copy of both the mail receipt and the acknowledgement to the Collateral Agent. Upon expiry of this period and if no duly countersigned notification can be obtained from the relevant Account Bank, the obligation to obtain a countersigned notification from the relevant Account Bank ceases, provided that the failure to receive such countersigned notification shall in no way impact or effect the validity of the Pledge.

- 3 -

(b)

The Pledgor hereby authorises the Collateral Agent to provide any Account Bank, upon its request in case it has doubts about the Pledges notified to it according to this Clause 4, with a copy of this Agreement.

(c)

The Pledgor hereby authorises the Collateral Agent, if the Pledgor has failed to comply with Clause 4(a), to notify any Account Bank on its behalf of the Pledges for the purpose of Clause 4(a) above. This authorisation does not release the Pledgor from its obligations under Clause 4(a) above.

5.	Authorisation

(a)

Unless the Collateral Agent gives notice to the contrary to the Pledgor or the Account Bank (with a notice to the Pledgor to follow), the Pledgor shall have the right to exercise all rights and powers in respect of each of the Bank Accounts without limitation.

(b)

The Collateral Agent shall only be entitled to revoke the authorisation if a Default has occurred that has not been cured or waived.

6.	Representations and Warranties

The Pledgor represents and warrants to the Collateral Agent that

(a)

(b)

(c)

it does not hold any bank account other than those listed in Schedule 1 (Bank Accounts) hereto;

(d)

its agreements with any Account Bank are governed by German law;

(e)

save for the Pledges and save for any pledges of the relevant Account Bank existing pursuant to its general business conditions (Allgemeine Geschäftsbedingungen) solely it is entitled to (i) any rights and claims relating to the present and future credit balance on each of its Bank Accounts and (ii) dispose of any such rights and claims; and

(f)

save for the Pledges and save for any pledges of the relevant Account Bank existing pursuant to its general business conditions (Allgemeine Geschäftsbedingungen), its Bank Accounts are free and clear of any pledges, liens, encumbrances or other third party rights as of the date hereof.

- 4 -

7.	Undertakings

The Pledgor undertakes

(a)

to procure that:

(i)

all cash and all present and future receivables of the Pledgor are duly paid into the Bank Accounts or any other bank accounts pledged to the satisfaction of the Collateral Agent; and

(ii)

any and all of its debtors will be instructed to make payment into such Bank Accounts or any other bank accounts pledged to the satisfaction of the Collateral Agent;

(b)

to inform the Collateral Agent promptly after becoming aware of, and in any event no later than within two (2) Business Days thereafter, of any attachments (Pfändung) in respect of any of the Bank Accounts or any other events, circumstances or measures which may impair or jeopardise the Collateral Agent’s rights or interests relating thereto. In the event of an attachment, the Pledgor undertakes in relation to its Bank Accounts to promptly, and in any event no later than two (2) Business Days, after receipt, forward to the Collateral Agent a copy of the attachment order (Pfändungsbeschluss), the garnishee order (Überweisungsbeschluss) and all other documents necessary for a defence against the attachment. The Pledgor shall promptly, and in any event no later than two (2) Business Days after becoming aware of, inform the attaching creditor of the Collateral Agent’s security interests hereunder;

(c)

to release each Account Bank for the benefit of the Collateral Agent from its obligations to maintain confidentiality (Bankgeheimnis) in relation to the Bank Accounts and to instruct each Account Bank to provide the Collateral Agent with all information concerning the Bank Accounts reasonably requested by it. The Pledgor shall not revoke such instruction during the term hereof, except with the prior written consent of the Collateral Agent;

(d)

not to close the Bank Accounts without the Collateral Agent’s prior written consent, unless all funds standing to the credit of the Bank Account are transferred from the Bank Account to be closed to another Bank Account pledged under this Agreement and to promptly, and in any event no later than within two (2) Business Days, notify the Collateral Agent of any further bank accounts it opens with any bank or financial institution in Germany or elsewhere; and

(e)

not to encumber or otherwise dispose of the claims in respect of the Bank Accounts (or any of them) or to grant to any third party any rights in respect of any Bank Account without the prior written consent of the Collateral Agent other than the pledges of the relevant Account Bank existing pursuant to its general business conditions (Allgemeine Geschäftsbedingungen).

8.	Enforcement

8.1	Enforcement right

If and when the requirements set forth in Sections 1273 para. 2, 1204 et seq. German Civil Code with regard to the enforcement of pledges are met (Pfandreife), the Collateral Agent may realise the Pledges (or any part thereof) by way of collecting the credit balances from the Bank Accounts or in any other way permitted under German law, in any case notwithstanding Section 1277 German Civil Code and without obtaining an enforceable judgment or other instrument (vollstreckbarer Titel).

- 5 -

8.2	Notification

The Collateral Agent shall give the Pledgor one (1) week’s prior written notice of its intention to realise the security interests granted by it hereunder. However, such notice is not necessary to the Pledgor who has ceased to make payments, if an application for the institution of insolvency proceedings or similar proceedings is filed by or against it, if there is reason to believe that observance of the notice period will materially and adversely affect the security interest of the Collateral Agent or if otherwise inappropriate (untunlich) in the meaning of Section 1234 para. 1 German Civil Code.

8.3	Collateral Agent’s discretions

The Collateral Agent may determine in its sole discretion which part of the Pledges shall be realised to satisfy the Secured Claims. Section 1230 sentence 2 German Civil Code shall not apply.

8.4	Assistance by Pledgor

If the Collateral Agent seeks to realise the Pledges pursuant to, and in accordance with Clause 8.1 (Enforcement right), the Pledgor shall, at its own expense, render forthwith all assistance reasonably necessary in order to facilitate the prompt realisation of the Pledges, any part thereof and/or the exercise by the Collateral Agent of any other right it may have under German law.

8.5	Proceeds

The Collateral Agent shall be entitled to treat the proceeds resulting from the enforcement of the Pledges as additional collateral for the Secured Claims or apply such proceeds towards the satisfaction of the Secured Claims in accordance with the relevant provisions of the Securities Purchase Agreement.

8.6	No subrogation of claims

9.	Limitation of enforcement

(a)

The Collateral Agent agrees not to enforce the Pledges granted by the Pledgor if and to the extent that:

(i)

the Pledges secure the obligations or liabilities of:

(A)

a member of the Group that is not a direct or indirect Subsidiary of the Pledgor; or

- 6 -

(B)

a direct or indirect Subsidiary of the Pledgor if and to the extent the Pledges secure obligations or liabilities of a member of the Group that is not a direct or indirect Subsidiary of the Pledgor

(an “Up-Stream or Cross-Stream Security”); and

(ii)

the Pledgor demonstrates pursuant to paragraph (b) below that the enforcement otherwise had the effect of:

(A)

(B)

increasing an existing shortage of its stated share capital.

provided that, for the purposes of the calculation of the enforceable amount (if any):

(I)

(II)

(III)

(IV)

loans and other liabilities incurred by the Pledgor in wilful or grossly negligent violation of the provisions of the Notes Documents shall be disregarded.

(b)

Subject to paragraph (d) below, the limitations set out in the preceding paragraph shall only apply if and to the extent that:

(i)

(A)

to what extent the Pledges are an Up-Stream or Cross-Stream Security; and

- 7 -

(B)

(ii)

(c)

(d)

- 8 -

(e)

(f)

The limitations set out in this Clause 9 shall only apply:

(i)

(ii)

if the Pledgor has complied with its obligations pursuant to paragraphs (b) and (e) above; and

(iii)

(iv)

(g)

The limitations set out in this Clause 9 shall not apply if and to the extent that they are not necessary for the purposes of protecting the Pledgor’s directors from any liability under Sections 30, 43 GmbHG.

(h)

No reduction of the amount enforceable under this Clause 9 in accordance with the above limitations will prejudice the rights of the Collateral Agent to continue enforcing such Pledges (subject always to the restrictions set out in this Clause 9 above at the time of such enforcement) until full and irrevocable satisfaction of the amounts owing under the Secured Claims.

10.

Independent and continuing security

- 9 -

11.

Release (Sicherheitenfreigabe)

11.1	Satisfaction of Secured Claims

After the Secured Claims have been satisfied in full, the Pledges will expire by operation of law. Upon request of the Pledgor, the Collateral Agent will confirm the expiration of the Pledges to the Pledgor as a matter of record and, in case of realisation pursuant to Clause 8 (Enforcement) hereof, surrender to the Pledgor any excess proceeds arising from the realisation of the Pledges at the cost and expense of the Pledgor, unless the Collateral Agent is obliged to transfer such proceeds to a third party.

11.2	Excessive collateral

If, at any time, the total value of the security interests created under the Notes Documents and realisable on enforcement (the “Realisable Value”) exceeds 110 % of the Secured Claims (the “Limit”) not only temporarily, the Collateral Agent shall on demand of the Pledgor release such Security (Sicherheitenfreigabe) as the Collateral Agent reasonably taking into account the legitimate interests of the Pledgor deems fit so as to reduce the Realisable Value to the Limit. If VAT (Umsatzsteuer) is chargeable on any action taken by the Collateral Agent in enforcing the Transaction Security, the Limit shall be increased by the amount of VAT payable by the Collateral Agent.

12.

Waiver of defences

The Pledgor hereby expressly waives all defences pursuant to Sections 770 paras. 1 and 2, 1211, 1273 German Civil Code; in case of the defence of set-off (Einrede der Aufrechenbarkeit) save to the extent that the Pledgor and/or the relevant Obligor is in a position to discharge its Secured Claims by way of set-off of claims that are either undisputed or have been the subject of a final court judgment against claims of the relevant Finance Party or Finance Parties.

13.

Liability and Indemnity

13.1	Liability for damages

13.2	Indemnification

14.

Costs and expenses

(a)

(b)

Furthermore, it shall promptly on demand pay (or procure payment) to the Collateral Agent the full amount of all reasonably documented costs, charges, fees and expenses (including fees for legal advisers)

- 10 -

(i)

reasonably incurred by it in connection with the preparation, negotiation, execution, notarisation and performance of this Agreement; and

(ii)

incurred by it in connection with the enforcement of this Agreement, or any waiver in relation thereto,

together in each case with any applicable value added tax or other taxes.

15.

Assignment

16.

Partial invalidity

17.

Amendments

Unless otherwise required by mandatory law, changes and amendments to this Agreement (including to this Clause 17) must be made in writing.

18.

Waivers

19.

Notices and their language

19.1	Contact Details

	For the Pledgor:	Veraxa Biotech GmbH
	Address:	Im Neuenheimer Feld 584, 69120 Heidelberg, Germany
	Email:	[email protected]
	Attention:	Christoph Antz

For the Collateral Agent: HBC Collateral Agent LLC

	Address:	c/o Hudson Bay Capital Management LP
		290 Harbor Drive, 3^rd Floor Stamford, CT 06902 USA
	Attn:	Eric Helenek
	Email:	[email protected] hbc.pc.am@hudsonbaycapital

or to such other address as the recipient may notify or may have notified to the other party in writing.

- 11 -

19.2	English language

(a)

Any notice given under or in connection with this Agreement must be in English.

(b)

All other documents provided under or in connection with this Agreement must be:

(i)

in English; or

(ii)

20.

Governing law; jurisdiction

(a)

This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with German law.

(b)

21.

Conclusion of this Agreement (Vertragsschluss)

(a)

(b)

If the Parties choose to conclude this Agreement pursuant to (a) above, they will transmit the signed signature page(s) of this Agreement to Latham & Watkins LLP, Maximilianstr. 13, 80539 Munich, Germany, Christian Jahn ([email protected]) and/or Johanna Wörle ([email protected]) (each a “Recipient”). The Agreement will be considered concluded once one Recipient has received the signed signature page(s) (Zugang der Unterschriftsseite(n)) from all Parties (whether by way of fax, electronic photocopy or other means of telecommunication) and at the time of the receipt of the last outstanding signature page(s) by a Recipient.

(c)

For the purposes of this Clause 21 only, the Parties appoint each Recipient as their attorney (Empfangsvertreter) and expressly allow (gestatten) each Recipient individually to collect the signed (including by way of Electronic Signing) signature page(s) from all and for all Parties. For the avoidance of doubt, each Recipient will have no further duties connected with its position as Recipient. In particular, each Recipient may assume the conformity to the authentic original(s) of the signature page(s) transmitted to it by means of telecommunication, the genuineness of all signatures on the original signature page(s) and the signing authority of the signatories.

(d)

The Parties will provide the Recipients with wet-ink signature pages without undue delay after the Closing Date.

- 12 -

SCHEDULE 1

Bank Accounts¹

Account holder		Account number		Bank sort code		Account Bank
Veraxa Biotech GmbH		DE73 6725 0020 0009 2819 83		SOLADES1HDB		Sparkasse Heidelberg

¹	To be provided by Pledgor.

- 13 -

SCHEDULE 2
Notification of Pledges

Part 1
Notification of Pledge

[Registered mail with return receipt]		[Einschreiben mit Rückschein]

To:	[Account Bank] (the “Account Bank”)	An:	[kontoführende Bank] (die “kontoführende Bank”)

Copy:	[●] (“Collateral Agent”)	Kopie:	[●] (“Sicherheiten-Treuhänder”)

	[banks’ counsel]		[Bankenanwalt]

Date:	[●]	Datum:	[●]

Notification of Pledge - Bank Account(s) No. [●] (“Account(s)”)		Verpfändungsanzeige - Kontonummer(n) [●] (“Konten”) Sehr geehrte Damen und Herren,

We hereby notify you that pursuant to an account pledge agreement dated [●] (“Account Pledge Agreement”) we have pledged in favour of [●] as Collateral Agent and pledgee and in favour of further finance parties as pledgees, all of our rights and claims relating to the present and future credit balance on each of our Account(s) (which shall include all sub-accounts, renewals, replacements and extension thereof) including all interest payable thereon, together with all ancillary rights and claims associated with such Accounts.		hiermit zeigen wir Ihnen an, dass wir gemäß einem Vertrag über die Verpfändung von Bankkonten vom [●] (“Kontenverpfändungsvertrag”) alle Ansprüche im Hinblick auf gegenwärtige und künftige Guthaben auf den oben genannten Konten (inklusive aller Unterkonten, etwaiger Neueröffnungen, Ersatzkonten und Erweiterungen), einschließlich Zinsen, zusammen mit allen Neben- und Hilfsansprüchen zu Gunsten der [●] als Sicherheiten-Treuhänder und Pfandgläubiger und anderer Finanzparteien als Pfandgläubiger verpfändet haben.

Until notice to the contrary from the Collateral Agent, to be served on you as Account Bank, we may continue to operate the Account(s) and in particular may dispose of the amounts standing to the credit of the Account(s). Upon receipt of such aforesaid notice to the contrary, you as Account Bank shall not allow any dispositions by us of amounts standing to the credit of the Account(s).		Solange Sie als kontoführende Bank keine gegenteilige Nachricht vom Sicherheiten-Treuhänder erhalten, sind wir ermächtigt, über das Konto und insbesondere das Kontoguthaben zu verfügen. Im Fall des Erhalts einer entsprechenden Nachricht sind Sie als kontoführende Bank gehalten, keinerlei Verfügungen unsererseits über das Kontoguthaben mehr zuzulassen.

We hereby ask you to waive any rights you may have in connection with the pledge of the Account(s) effected pursuant to your general business conditions (Pfandrechtsaufhebung) for the term of the Pledge notified hereunder. [Subject to your waiver of the Account(s) pledge, we hereby pledge to you the Account(s) under the same terms and conditions as under your general business conditions.]		Wir möchten Sie hiermit bitten, die an den Konten gemäß Ihren Allgemeinen Geschäftsbedingungen bestellten Pfandrechte für die Dauer der hiermit mitgeteilten Verpfändung aufzugeben und auf alle damit im Zusammenhang stehenden Rechte zu verzichten. [Aufschiebend bedingt auf Ihre Pfandrechtsaufgabe verpfänden wir Ihnen hiermit die Konten zu den in Ihren Allgemeinen Geschäftsbedingungen genannten Bedingungen.]

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We hereby release you for the benefit of the pledgees from your obligations to maintain confidentiality (Bankgeheimnis) in relation to the Accounts and instruct you to provide the Collateral Agent with all information concerning the Accounts reasonably requested by it.		Wir verzichten hiermit in Bezug auf die Konten zu Gunsten des Pfandgläubigers auf unser Recht auf Vertraulichkeit (Bankgeheimnis). Wir beauftragen Sie hiermit, dem Sicherheiten-Treuhänder auf Verlangen jede gewünschte Information im Hinblick auf das verpfändete Konto zu geben.

In case of an enforcement, we hereby release you from any duty to verify whether or not the conditions precedent to enforcement are met and authorize you to effect any disposal of the account balance as requested by the Collateral Agent without further examination.		Für den Verwertungsfall befreien wir Sie von der Pflicht, das Vorliegen der Verwertungsvoraussetzungen zu prüfen und ermächtigen Sie, vom Sicherheiten-Treuhänder erbetene Verfügungen über Kontoguthaben ohne weitere Prüfung vorzunehmen.

This notification shall be governed by and construed in accordance with German law.		Diese Anzeige unterliegt dem Recht der Bundesrepublik Deutschland.

In the event of any discrepancies in the interpretation of the German and English language texts of this notification, the German text shall prevail.		Bei einer unterschiedlichen Auslegung des deutschsprachigen und des englischsprachigen Textes dieser Anzeige hat der deutschsprachige Text Vorrang.

Please acknowledge receipt of this notice and your agreement to the terms hereof by signing the enclosed acknowledgement of receipt and returning the same to ourselves.		Wir bitten Sie, uns die Kenntnisnahme dieser Verpfändungsanzeige und Ihr Einverständnis mit den oben genannten Bedingungen dadurch zu bestätigen, dass Sie die beigefügte Empfangsbestätigung gegenzeichnen und an uns übersenden.

Yours faithfully,		Mit freundlichen Grüßen

Date/Datum:

For and on behalf of/ Namens und in Vollmacht für [●]

[Pledgor]

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Part 2
Acknowledgement of receipt

Acknowledgement of receipt		Empfangsbestätigung

[Letterhead of Account Bank]		[Briefkopf der kontoführenden Bank]

From:	[Account Bank] (“Account Bank”)	Von:	[kontoführende Bank] (die “Kontoführende Bank”)

To:	[Pledgor]	An:	[Verpfänder]

Copy:	[●] as Collateral Agent	Kopie:	[●] als Sicherheiten-Treuhänder

	[banks’ counsel]		[Bankenanwalt]

Date:	[●]	Datum:	[●]

Acknowledgement of Receipt of Notification of Pledge - Bank Account(s) No. [●], of [Date] (“Notification Letter”)		Empfangsbestätigung der Verpfändungsanzeige Kontonummer(n) [●] vom [Datum] (“Verpfändungsanzeige”)

We acknowledge receipt of the Notification Letter and our agreement to the terms thereof and confirm that we have neither received any previous notice of pledge relating to the Account(s) nor are we aware of any third party rights in relation to the Account(s). We hereby grant our consent on behalf of ourselves and our legal successors in title to the pledge of any claims arising out of the Account(s).		Wir bestätigen den Erhalt der obigen Verpfändungsanzeige und unser Einverständnis damit und versichern, dass wir in Bezug auf die verpfändeten Konten weder bereits eine vorhergehende Verpfändungsanzeige erhalten haben noch uns etwaige Rechte Dritter an einem verpfändeten Konto bekannt sind. Wir erteilen hiermit zum bezeichneten Pfandrecht an allen Ansprüchen aus den verpfändeten Konten unsere Einwilligung im eigenen Namen und in dem unserer Rechtsnachfolger.

We hereby agree not to make any set-off or deduction from the Account(s) or invoke any rights of retention in relation to the Account(s) [other than in relation to charges payable in connection with the maintenance of the Account(s) or other bank charges or fees payable in the ordinary course of business].		Wir verzichten hiermit unwiderruflich und bedingungslos auf unsere Ansprüche bzgl. des verpfändeten Kontos sowie auf jegliche Aufrechnungs- und Zurückbehaltungsrechte [mit Ausnahme solcher Ansprüche, die sich aus der Aufrechterhaltung des Kontos sowie aus Bankgebühren und Entgelten im gewöhnlichen Geschäftsverkehr ergeben].

We hereby waive all our rights in connection with the pledge of the Account(s) (Pfandrechtsaufgabe) under our general business conditions for the term of the Pledge notified under the Notification Letter [and accept the pledge declared by you in the Notification Letter].		Wir geben hiermit die gemäß unserer Allgemeinen Geschäftsbedingungen an den Konten bestellten Pfandrechte auf und verzichten auf alle mit diesen Pfandrechten im Zusammenhang stehenden Rechte für die Dauer der mit der Verpfändungsanzeige mitgeteilten Verpfändung. [Wir nehmen hiermit die von Ihnen in der Verpfändungsanzeige erklärte Verpfändung der Konten an.]

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[We acknowledge that by waiving our pledge under the general business conditions and accepting the pledge declared by you in the Notification Letter we will rank behind all the pledges over the Account(s) granted by you to the Pledgees pursuant to the Account Pledge Agreement.]		[Wir bestätigen, dass wir mit Aufgabe der Pfandrechte an den Konten gemäß unserer Allgemeinen Geschäftsbedingungen und Annahme der von Ihnen in der Verpfändungsanzeige erklärten Verpfändung der Konten hinter den Kontenverpfändungen durch Sie im Rahmen des Kontoverpfändungsvertrages zugunsten der Pfandgläubiger zurücktreten.]

We acknowledge our release from our obligations to maintain confidentiality (Bankgeheimnis) in relation to the Accounts and agree to provide the Collateral Agent with all information concerning the Accounts reasonably requested by it, and to comply with any request by the Collateral Agent to dispose of the account balance without further examination.		Wir bestätigen die Kenntnisnahme vom Verzicht auf das Bankgeheimnis in Bezug auf die Konten und erklären uns damit einverstanden, dem Sicherheiten-Treuhänder alle Informationen zu den Konten zukommen zu lassen, die dieser vernünftigerweise anfordert sowie dessen Anweisungen betreffend Verfügungen über das Kontoguthaben im Verwertungsfall ohne weitere Prüfung umzusetzen.

Date/Datum:

For and on behalf of/ Namens und in Vollmacht für [●]
[Account Bank]

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Signatures

The Pledgor

VERAXA Biotech GmbH

Signature:			Signature:

Name:			Name:
Title:			Title:

High Trail – Signature Page to Account Pledge Agreement

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The Collateral Agent

HBC Collateral Agent LLC

Signature:

Name:
Title:

High Trail – Signature Page to Account Pledge Agreement

- 19 -

Execution Version

Bank Account Pledge Agreement

dated		[●] 2026

between		Veraxa Biotech Holding AG Talacker 35 8001 Zurich Switzerland (CHE-441.201.868)
		as pledgor (the “Pledgor”)

and		HBC Collateral Agent LLC c/o Hudson Bay Capital Management LP 290 Harbor Drive, 3rd Floor Stamford, CT 06902 USA as collateral agent and pledgee, acting for itself (including as creditor of the Parallel Debt) and as direct representative (direkter Stellvertreter) in the name and for the account of all other Secured Parties (the “Collateral Agent”)

and		the Holders as pledgees, represented for all purposes hereof by the Collateral Agent as direct representative (direkter Stellvertreter) (the “Secured Parties”)

regarding		the pledge over the Bank Accounts.

Table of Contents

1	Definitions and Construction		3
2	Pledge of Pledged Assets		6
3	Bank Accounts		7
	3.1	Notification and Waiver	7
	3.2	Operation of Bank Accounts	7
4	Delivery of Documents		7
5	Representations and Warranties		8
6	Undertakings of the Pledgor		8
7	Enforcement		9
8	Application of Proceeds		11
9	Release of the Pledged Assets		11
10	Exculpation; Indemnification		11
11	Additional Secured Parties; Power of Attorney		12
12	Collateral Agent; Relationship among Secured Parties		12
13	Miscellaneous		13
	13.1	Bank Secrecy Waiver	13
	13.2	No Waiver	13
	13.3	Taxes, Costs and Expenses	13
	13.4	Notices	13
	13.5	Amendments	14
	13.6	Severability	14
	13.7	Transfer and Assignment	14
	13.8	Set-off	14
	13.9	Counterparts	14
	13.10	Governing Law	14
	13.11	Jurisdiction	14
Annex 1 (Details of Bank Accounts)			17
Annex 2 (Notification and Acknowledgment of Pledge and Waiver)			18

Bank Account Pledge Agreement – Veraxa Biotech Holding AG

Whereas

On or about the date hereof, the Pledgor issued senior secured notes in the aggregate principal amount of USD 27,500,000, designated as “Senior Secured Notes due 2027” (the “Notes”).

Pursuant to a securities purchase agreement dated [●], between Veraxa Biotech AG, a public limited company organized under the Laws of Switzerland with offices located at Talacker 35, 8001 Zurich, Switzerland (CHE-191.735.923), the Pledgor as PubCo, Voyager Acquisition Corp., a Cayman Islands exempted company with offices located at 131 Concord Street, Brooklyn, NY 11201 as Voyager, and the Holders as Buyers, each Buyer purchased the Notes in the aggregate principal amount set forth opposite such Buyer’s name in column (3) of the Schedule of Buyers attached thereto (unless otherwise defined herein, each term as defined therein) (the “Securities Purchase Agreement”).

The Pledgor is the sole legal and beneficial holder of the Bank Accounts.

It is envisaged under the Notes and the Securities Purchase Agreement that the Pledgor pledges the Pledged Assets to and for the benefit of the Secured Parties as security for the Secured Obligations.

In accordance with section 11(t) (Collateral Agent / Appointment; Authorization) of the Securities Purchase Agreement, each Secured Party (other than the Collateral Agent) has appointed the Collateral Agent to accept as its direct representative (direkter Stellvertreter) any security created hereunder and to enter into this Agreement as direct representative (direkter Stellvertreter) in the name and for the account of each Secured Party.

Now, therefore, it is agreed as follows:

1	Definitions and Construction

Unless the context otherwise requires or unless otherwise defined herein, capitalised terms and expressions used herein shall have the meaning ascribed to them in the Notes or the Securities Purchase Agreement.

In this Agreement:

	Account Bank		means each of the Swiss domiciled bank or a Swiss domiciled branch of a bank with which the Pledgor holds a Bank Account.

	Agreement		means this bank account pledge agreement including all its present and future Annexes.

	Annex		means an annex to this Agreement.

Bank Account Pledge Agreement – Veraxa Biotech Holding AG

	Bank Accounts		means the bank accounts as specified in Annex 1 (Details of Bank Accounts) and any future bank account held with an Account Bank.

	Bank’s Pledge		means the right to set-off, pledge, retention or similar right or security in respect of the Pledged Assets in favour of the Account Bank which are either created by operation of law or pursuant to the standard terms and conditions of the respective Account Bank (Allgemeine Geschäftsbedingungen) or otherwise.

	Clause		means a clause of this Agreement.

	Collateral Agent		has the meaning given to it on the cover page of this Agreement.

	Enforcement		means the foreclosure or any other kind of realisation of the Pledged Assets.

	Event of Default		has the meaning given to it in the Notes.

	Holder		has the meaning given to it in the Notes.

	including		means including without limitation, not delimiting the term(s) to which the word relates to the example(s) thereafter mentioned.

	Notes		has the meaning given to it in Whereas-Clause A).

	Party		means a party to this Agreement.

	Parallel Debt		has the meaning given to it in the Securities Purchase Agreement.

	Pledge		means a pledge (Pfandrecht) pursuant to art. 899 et seq. of the Swiss Civil Code over the Pledged Assets in accordance with the terms of this Agreement.

	Pledged Assets		means all existing and future rights, claims, benefits and interest in and to the Bank Accounts, including the balances standing to the credit of the Pledgor in each Bank Account from time to time.

	Pledgor		has the meaning given to it on the cover page of this Agreement.

Bank Account Pledge Agreement – Veraxa Biotech Holding AG

	Secured Obligations		means any and all obligations (present and future, actual and contingent) which are (or are expressed to be) or become owing by the Pledgor to the Secured Parties (or any of them) under or in connection with the Transaction Documents, each as extended (including by way increase of pricing and/or principal), refinanced or deferred from time to time and in each case as amended, restated, varied, supplemented or novated from time to time, including any other documents replacing or providing for a refinancing in whole or in part of any indebtedness incurred by the Pledgor to the Secured Parties (or any of them) under or in connection with the Transaction Documents, including obligations under any guarantees given by the Pledgor under or in connection with the Transaction Documents. The Secured Obligations shall include (i) any Parallel Debt obligations (including any Parallel Debt obligations arising or extended in connection with, or relating to, future financings or refinancing or future hedging agreements) and (ii) any obligations in connection with the Transaction Documents which are based on unjust enrichment (ungerechtfertigte Bereicherung) or tort (Delikt).

	Secured Parties		has the meaning given to it on the cover page of this Agreement.

	Securities Purchase Agreement		has the meaning given to it in whereas-Clause B).

	Transaction Documents		has the meaning given to it in the Securities Purchase Agreement.

	Swiss Civil Code		means the Swiss Civil Code (Schweizerisches Zivilgesetzbuch) dated 10 December 1907, as amended and restated from time to time.

	Swiss Debt Collection and Bankruptcy Act		means the Swiss Debt Collection and Bankruptcy Act (Bundesgesetz über Schuldbetreibung und Konkurs) dated 11 April 1889, as amended and restated from time to time.

	Swiss Federal Intermediated Securities Act		means the Swiss Federal Intermediated Securities Act (Bucheffektengesetz) dated 3 October 2008, as amended and restated from time to time.

Any reference made in this Agreement to any Transaction Document (including this Agreement) or to any other agreement or document (under whatever name) relating to a Transaction Document shall be deemed to be references to such Transaction Document or such other agreement or document as the same may have been, or may from time to time be, amended, restated, extended or novated or as the parties or persons may accede thereto or withdraw therefrom or as new notes may be issued, existing notes may be redeemed, increased, decreased or amended thereunder.

Bank Account Pledge Agreement – Veraxa Biotech Holding AG

Any references made in this Agreement to any person include a reference to any natural or legal person, corporation or other body corporate, government, state or agency of a state or any joint venture, association or partnership (whether or not having separate legal personality), as well as to any of its successors, permitted assignees and transferees shall be construed so as to include its successors in title, permitted assignees and permitted transferees.

Unless the context otherwise requires, any references made in this Agreement to the Collateral Agent shall be read as references to the Collateral Agent acting for itself (including as a creditor of the Parallel Debt) and as direct representative (direkter Stellvertreter) in the name and for the account of all other Secured Parties.

2	Pledge of Pledged Assets

The Pledgor hereby agrees to pledge the Pledged Assets and hereby unconditionally pledges the Pledged Assets to the Secured Parties in order to secure the Secured Obligations. The Pledge shall serve as a continuing first ranking security, free and clear of any security in favour of third parties, except for any Bank’s Pledge which has not been waived. The Collateral Agent herewith accepts such Pledge over the Pledged Assets.

The security created hereunder is to be a continuing security notwithstanding (i) any intermediate payment or increase of the amount of all or any part of the Secured Obligations, (ii) any temporary discharge of all or any part of the Secured Obligations, (iii) any transfer of rights and obligations by novation or otherwise from one Secured Party to another Secured Party under the Transaction Documents and (iv) any change, amendment, or supplement whatsoever in the Transaction Documents unless and until the security is released in full by the Collateral Agent in accordance with the terms of this Agreement. The security interest constituted by this Agreement shall be cumulative, in addition to and independent of (x) every other security which the Secured Parties under or in connection with the Transaction Documents may at any time hold for the Secured Obligations and (y) any rights, powers and remedies provided by law.

Bank Account Pledge Agreement – Veraxa Biotech Holding AG

3	Bank Accounts

3.1

Notification and Waiver

The Pledgor shall (1) on the date hereof and (2) within two (2) Business Days from the date the Pledgor opens or assumes a Bank Account: (A) notify each Account Bank of the Pledge and (B) procure that such Account Bank acknowledges the Pledge and waives any Bank’s Pledge and other priority rights it may have in relation to the Pledged Assets by duly countersigning a copy of the notification letter in the form set out in Annex 2 (Notification and Acknowledgment of Pledge and Waiver), provided that the Bank’s Pledge shall remain in full force and effect as a second ranking security interest and shall be automatically reinstated as a first ranking security in accordance with Clause 9 (Release of the Pledged Assets) and (C) deliver to the Collateral Agent a copy of the notification letter duly countersigned by such Account Bank. Provided that the Pledgor uses reasonable efforts to procure the countersignature of the relevant Account Bank, such obligation shall cease thirty (30) Business Days after (x) the date hereof or (y) the second Business Day from the date the Pledgor opens or assumes a Bank Account (as applicable), provided that the failure to receive the countersigned notification letter shall in no way impact or effect the validity of the Pledge.

The Pledgor authorises the Collateral Agent to inform any Account Bank at any time of the existence of the Pledge and the terms of this Agreement, including the occurrence of an Event of Default.

3.2

Operation of Bank Accounts

The Pledgor shall in accordance with the Transaction Documents be free to deal with the Bank Accounts in the ordinary course of business (including the opening and closing of Bank Accounts) until the occurrence of an Event of Default.

Following the occurrence of an Event of Default the Pledgor is not entitled to dispose of any Pledged Assets or withdraw funds from any Bank Account without the prior written consent of the Collateral Agent.

4	Delivery of Documents

No later than on the date hereof, the Pledgor shall deliver to the Collateral Agent the following documents (to the extent not already delivered under the Securities Purchase Agreement):

a copy of a certified excerpt from the commercial register relating to the Pledgor, to be accurate, complete and up-to-date on the date hereof;

a certified copy of the Pledgor’s articles of association, to be accurate, complete and up-to-date on the date hereof; and

a copy of the resolution of the board of directors (Verwaltungsrat) of the Pledgor, inter alia, approving the terms and conditions of, and the granting of the Pledge over the Pledged Assets pursuant to this Agreement.

Bank Account Pledge Agreement – Veraxa Biotech Holding AG

5	Representations and Warranties

Without prejudice and in addition to the representations and warranties under the Securities Purchase Agreement, the Pledgor represents and warrants to the Collateral Agent and the other Secured Parties as follows:

(i)

it is the sole legal and beneficial owner of the existing Pledged Assets;

(ii)

subject to any Bank’s Pledge which has been or may be waived by the Account Bank for the benefit of the Collateral Agent and the other Secured Parties in accordance with Clause 3.1 (Notification and Waiver), the Pledged Assets have not been assigned or pledged or otherwise encumbered and are free and clear of any restriction on the ability to encumber, transfer or realise all or any part of it, save as provided for in this Agreement;

(iii)

the documents referred to in Clause 4 (Delivery of Documents) as well as the information in Annex 1 (Details of Bank Accounts) are accurate, complete and up-to-date as of the date when they are delivered to the Collateral Agent in accordance with Clause 4 (Delivery of Documents);

(iv)

the resolutions referred to in Clause 4 (Delivery of Documents) have been duly passed, accurately reflect the matters considered and resolutions taken by the respective persons and/or bodies and have not been rescinded or amended;

(v)

no book-entry securities (Bucheffekten) within the meaning of the Swiss Federal Intermediated Securities Act are deposited in the Bank Accounts; and

(vi)

the Pledgor does not maintain any deposit accounts, securities accounts and commodity accounts in or outside of Switzerland, other than the existing Bank Accounts set out in Annex 1 (Details of Bank Accounts).

The representations and warranties set out in paragraph a) of this Clause 5 (Representations and Warranties) are made as per the date of this Agreement and are deemed to be repeated by the Pledgor as per the Closing Date (as defined in the Securities Purchase Agreement).

6	Undertakings of the Pledgor

Without prejudice and in addition to the covenants under the Securities Purchase Agreement and the Notes, the Pledgor hereby undertakes to the Collateral Agent and the other Secured Parties as follows:

to promptly execute and deliver at its own expense all further instruments and documents, and take all further action, that the Collateral Agent may reasonably request or that are required as a matter of law, in order to (i) perfect, protect, secure, maintain and enforce the security created under this Agreement, (ii) facilitate the exercise of the Collateral Agent’s and Secured Parties’ rights and remedies under this Agreement and (iii) enable the Collateral Agent and the other Secured Parties to transfer and assign this Agreement or any rights or obligations hereunder (including the security over the Bank Accounts) in accordance with Clause 13.7 (Transfer and Assignment);

Bank Account Pledge Agreement – Veraxa Biotech Holding AG

not to do or permit to be done anything which would adversely affect the value, priority, ranking, legality, validity or enforceability of the security interest created or expressed to be created pursuant to this Agreement;

not to create or agree to create or permit to subsist any security or quasi-security over all or any part of the Pledged Assets;

not to deposit book-entry securities (Bucheffekten) within the meaning of the Swiss Federal Intermediated Securities Act in the Bank Accounts;

not to assign, sell, transfer, lease out, lend or otherwise dispose of all or any part of the Pledged Assets or the right to receive or to be paid the proceeds arising on the disposal of the same, or agree or attempt to do so;

not to open or assume any bank account outside of Switzerland, other than bank accounts pledged to the satisfaction of the Collateral Agent;

with respect to any bank account opened or assumed after the date of this Agreement, to serve a notice to the respective Account Bank in accordance with Clause 3.1 (Notification and Waiver) on the date the respective bank account is opened or assumed;

to immediately notify the Collateral Agent of any occurrence which has or would have a material adverse effect on the value, the validity or the enforceability of the security interest created hereunder; and

to immediately inform in writing persons such as a bankruptcy liquidator or an administrator in case of a moratorium or persons making an attachment of the existence of the rights of the Secured Parties pursuant hereto.

7	Enforcement

Upon the occurrence of an Event of Default, the Collateral Agent shall be entitled (but not obligated), without prior notification, at its full discretion and notwithstanding any right of set-off of the Collateral Agent or the other Secured Parties, to:

(i)

effect Enforcement by either (A) private realisation (Private Verwertung, including, to the extent legally permissible, self-sale (Selbsteintritt)) and collection of the Pledged Assets, or (B) Enforcement proceedings pursuant to the Swiss Debt Collection and Bankruptcy Act under the exclusion of art. 41 para. 1^bis of the Swiss Debt Collection and Bankruptcy Act (i.e. waiver of the beneficium excussionis realis) or any analogous provisions under applicable foreign law and the Parties agree in advance that a discretionary sale (Freihandverkauf) shall be permitted;

Bank Account Pledge Agreement – Veraxa Biotech Holding AG

(ii)

act as Collateral Agent contracting in its own name and in the name of the other Secured Parties and on its and their accounts or for the account of third persons in private or official Enforcement; and/or

(iii)

apply all monies standing to the credit of the Bank Accounts and the Pledged Assets as though they were the proceeds of an Enforcement under this Agreement.

Failure by the Collateral Agent or by any other Secured Party to sell Pledged Assets or to exercise any right or remedy including the acceptance of partial or delinquent payments shall not result in any liability of the Collateral Agent or any other Secured Party and shall not prejudice any of the rights the Collateral Agent or any other Secured Party may have under this Agreement or any other Transaction Document nor be a waiver of any obligation of the Pledgor hereunder and/or thereunder.

Notwithstanding previous sales or transfers of Pledged Assets without formality or notice, the Collateral Agent and the other Secured Parties retain the right at all times to take any measure they deem necessary or appropriate in accordance with the Swiss Debt Collection and Bankruptcy Act or any analogous provisions under applicable foreign law.

The Collateral Agent shall be entitled to enforce the Pledge in respect of all or only part of the Pledged Assets. Partial Enforcement shall not affect the Pledge on the remaining Pledged Assets.

If the currency of the Secured Obligations is different from that of the Enforcement proceeds, the Collateral Agent shall determine at its discretion the conversion rate to be used in applying the Enforcement proceeds to the payment of the Secured Obligations.

The Pledgor agrees that the Collateral Agent can instruct a third party to conduct the Enforcement of the Pledge in its name and for its account.

If the security created under this Agreement is enforced or if Secured Obligations have been discharged, no legal subrogation of claims (Subrogation) shall occur and no related rights of the Collateral Agent or any other Secured Party shall pass on by subrogation or otherwise.

Bank Account Pledge Agreement – Veraxa Biotech Holding AG

8	Application of Proceeds

The proceeds resulting from the Enforcement of the Pledge of the Pledged Assets (or any part thereof) shall be applied by the Collateral Agent towards the satisfaction of the Secured Obligations.

Until the full and final satisfaction and discharge of all Secured Obligations, the Secured Parties shall be entitled to treat all Enforcement proceeds as additional collateral for the Secured Obligations, notwithstanding their right to seek satisfaction from such proceeds at any time.

9	Release of the Pledged Assets

The Collateral Agent shall release the Pledged Assets from the Pledge or, in case of Enforcement of a part of the Pledged Assets, the remainder thereof, if and when all Secured Obligations have been duly discharged or performed in full.

Neither the Collateral Agent nor any other Secured Party will make any representation or warranty in relation to the released Pledged Assets, except that, upon their release pursuant to paragraph a) above, any such Pledged Assets shall be delivered to the Pledgor free and clear of any encumbrance or other third party right granted by the Collateral Agent or any other Secured Party.

If any payment by the Pledgor in respect of Secured Obligations, whereupon the Collateral Agent or any other Secured Party released the Pledged Assets (or any part thereof) created pursuant to this Agreement, is avoided or reduced as a result of insolvency or any similar event:

(i)

this Agreement, the liability of the Pledgor and the Pledge expressed to be created under this Agreement shall be reinstated and continue as if the payment, discharge, avoidance or reduction had not occurred; and

(ii)

the Pledgor shall return and deliver (as the case may be) to the Collateral Agent any Pledged Assets, including, for the avoidance of doubt, any proceeds from the disposal of and any other substitutes for the Pledged Assets, as if the repayment, discharge, avoidance or reduction had not occurred, free and clear of any encumbrance or other third party right.

10	Exculpation; Indemnification

The Collateral Agent shall not be liable for any loss or damage suffered by the Pledgor.

Bank Account Pledge Agreement – Veraxa Biotech Holding AG

The Pledgor shall indemnify the Collateral Agent and keep the Collateral Agent indemnified against any and all losses, actions, claims, expenses, demands and liabilities which may be incurred by or made against the Collateral Agent for anything done or omitted by the Collateral Agent in the exercise or purported exercise of the powers contained herein in accordance with the Transaction Documents. Any reference in this paragraph to the Collateral Agent shall include any attorney, manager, agent or other person appointed by the Collateral Agent in accordance with the provisions of this Agreement and the other Transaction Documents.

11	Additional Secured Parties; Power of Attorney

The Pledgor acknowledges and agrees that the Collateral Agent is entering into this Agreement acting for itself (including as creditor of the Parallel Debt) and as direct representative (direkter Stellvertreter) in the name and for the account of all other Secured Parties and that for such purpose upon assignment or transfer of all or any part of the Secured Obligations to another Holder, such other Holder shall automatically become a Secured Party hereunder and any Holder which has ceased to be a Holder shall automatically cease to be a Secured Party hereunder. The Pledgor further acknowledges and agrees that any person appointed by the Collateral Agent as its delegate or successor in accordance with any of the Transaction Documents shall be a Secured Party hereunder.

The Pledgor appoints and authorises the Collateral Agent to be its attorney and in its name, on its behalf and as its act and deed to execute, deliver and perfect all documents and do all things that the Collateral Agent may consider to be requisite for carrying out any obligation imposed on the Pledgor under this Agreement or exercising any of the rights conferred on the Collateral Agent or the other Secured Parties by this Agreement or by law, in particular in connection with a private realisation (Private Verwertung, including, to the extent legally permissible, self-sale (Selbsteintritt)), provided that as long as no Event of Default has occurred the Collateral Agent agrees not to take any such step unless the Collateral Agent would have the right under this Agreement to request the Pledgor to take such step and the Pledgor has failed to take such step within 5 Business Days or such shorter period as may be reasonably necessary to safeguard the Collateral Agent’s and the other Secured Parties interests, upon receipt of a written notice to such effect.

12	Collateral Agent; Relationship among Secured Parties

Each Secured Party has, and each future Secured Party shall be deemed to have, appointed pursuant to section 11(t) (Collateral Agent / Appointment; Authorization) of the Securities Purchase Agreement the Collateral Agent as its agent for all purposes of this Agreement and with full power and authority to act as agent and as direct representative (direkter Stellvertreter) in the name and for the account of each Secured Party.

The relationship among the Secured Parties and the relationship between the Collateral Agent and the Secured Parties shall be governed by the Transaction Documents.

Bank Account Pledge Agreement – Veraxa Biotech Holding AG

The Parties agree that the Pledgor neither need nor may be concerned with such relationship but shall be entitled to rely on all acts of the Collateral Agent as being made in accordance with and for the account of all Secured Parties and the Collateral Agent hereby confirms that each Secured Party has agreed or will agree that it will act through the Collateral Agent for all purposes of this Agreement.

13	Miscellaneous

13.1

Bank Secrecy Waiver

The Pledgor hereby expressly authorizes and instructs the Account Bank to disclose to the Collateral Agent and the other Secured Parties any documents and all requested information regarding the Bank Accounts and therefore unconditionally releases the Collateral Agent and the other Secured Parties from its banking secrecy and data protection obligations for the purposes of complying with and performing the terms of this Agreement and the Transaction Documents.

13.2

No Waiver

No failure or delay by the Collateral Agent or any other Secured Party in exercising any right, power or privilege granted under this Agreement shall operate as a waiver thereof nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

13.3

Taxes, Costs and Expenses

All taxes, costs, fees and expenses (including legal fees) arising out of or in connection with the perfection, maintenance, protection and Enforcement of the security created under this Agreement or the exercise of any of the Secured Parties’ rights granted under this Agreement shall be borne by the Pledgor.

13.4

Notices

All notices or other communications to be given under or in connection with this Agreement shall be made in accordance with section 11 (f) (Miscellaneous / Notices) of the Securities Purchase Agreement and if to the Collateral Agent, shall be made to the following address:

HBC Collateral Agent LLC

c/o Hudson Bay Capital Management LP

290 Harbor Drive, 3rd Floor

Stamford, CT 06902

Attn: Eric Helenek

[email protected]

hbc.pc.am@hudsonbaycapital

Tel.: 1 (917) 414-1733

Bank Account Pledge Agreement – Veraxa Biotech Holding AG

13.5

Amendments

This Agreement may only be modified or amended in writing.

13.6

Severability

If at any time any of the provisions of this Agreement is or becomes invalid, illegal or unenforceable in any respect under the law of any relevant jurisdiction, such provision shall as to such jurisdiction, be ineffective to the extent necessary without affecting or impairing the validity, legality and enforceability of the remaining provisions of this Agreement. The Parties shall, acting in good faith, replace such illegal, invalid or unenforceable provision with a provision which comes as close as possible to the purpose of this Agreement.

13.7

Transfer and Assignment

The Pledgor may not transfer or assign this Agreement or any rights or obligations hereunder without the prior written consent of the Collateral Agent.

The Collateral Agent may transfer and assign this Agreement or any rights or obligations hereunder without the consent of the Pledgor to any person or entity that is appointed as successor Collateral Agent under the Transaction Documents and each Secured Party may transfer and assign any rights or obligations hereunder without the consent of the Pledgor to any person or entity in accordance with the Transaction Documents.

13.8

Set-off

The Pledgor shall not have the right to offset any payment obligation owed under any of the Transaction Documents with any claim against any of the Secured Parties and the Collateral Agent.

13.9

Counterparts

This Agreement may be signed and delivered in any number of counterparts, and this has the same effect as if the signature on the counterparts were on a single copy of this Agreement.

13.10

Governing Law

This Agreement (including the pledge of the Pledged Assets) shall be governed by and construed in accordance with the substantive law of Switzerland, under the exclusion of the Swiss international conflict of law rules.

13.11

Jurisdiction

The exclusive place of jurisdiction for any dispute, claim or controversy arising under, out of or in connection with or related to this Agreement (or subsequent amendments thereof), including, without limitation, disputes, claims or controversies regarding its existence, validity, interpretation, performance, breach or termination, shall be with the courts of the city of Zurich (Zurich 1), Switzerland.

Bank Account Pledge Agreement – Veraxa Biotech Holding AG

This Clause 13.11 (Jurisdiction) is for the benefit of the Collateral Agent and the other Secured Parties only. As a result, the Collateral Agent and the other Secured Parties shall not be prevented from taking proceedings relating to a dispute in any other courts at the place of domicile of the Pledgor, the Collateral Agent or any other Secured Party, or at any branch office of the Pledgor, the Collateral Agent, or any other Secured Party or at the place where the Bank Accounts are located. It being understood that Swiss law shall continue to apply exclusively. To the fullest extent permitted by applicable law, the Collateral Agent and the other Secured Parties may take concurrent proceedings in any number of these jurisdictions.

Signatures on the next page

Bank Account Pledge Agreement – Veraxa Biotech Holding AG

Veraxa Biotech Holding AG as Pledgor


Name:			Name:
Title:			Title:

HBC Collateral Agent LLC
as Collateral Agent

acting for itself (including as creditor of the Parallel Debt) and as direct representative (direkter Stellvertreter) in the name and for the account of all other Secured Parties


Name:
Title:

Bank Account Pledge Agreement – Veraxa Biotech Holding AG

Annex 1 (Details of Bank Accounts)

Account Bank	Account Holder	IBAN	Currency
EFG Bank AG, Zurich, Bleicherweg 8 8022 Zürich, Switzerland	Veraxa Biotech Holding AG	CH07 0866 7005 3417 3110 7	CHF
EFG Bank AG, Zurich, Bleicherweg 8 8022 Zürich, Switzerland	Veraxa Biotech Holding AG	CH28 0866 7007 5498 9110 9	CHF
EFG Bank AG, Zurich, Bleicherweg 8 8022 Zürich, Switzerland	Veraxa Biotech Holding AG	CH28 0866 7007 5498 9120 6	USD
EFG Bank AG, Zurich, Bleicherweg 8 8022 Zürich, Switzerland	Veraxa Biotech Holding AG	CH28 0866 7007 5498 9130 3	EUR

Bank Account Pledge Agreement – Veraxa Biotech Holding AG

Annex 2 (Notification and Acknowledgment of Pledge and Waiver)

[Letterhead of Pledgor]

To:	[Account Bank]

Cc:	HBC Collateral Agent LLC

c/o Hudson Bay Capital Management LP

290 Harbor Drive, 3rd Floor
Stamford, CT 06902
USA

[●], 2026

Notification and Acknowledgment of Pledge and Waiver

Dear Sirs

Reference is made to the following bank accounts held by Veraxa Biotech AG (the “Pledgor”) with you (the “Bank Accounts”):

●	[Bank Accounts]

You are hereby notified that the Pledgor and [insert name of Collateral Agent], as Collateral Agent and pledgee acting for itself and as direct representative (direkter Stellvertreter) in the name and for the account of certain other pledgees (the “Collateral Agent”), have entered into a bank account pledge agreement (the “Agreement”). Thereby, the Pledgor has pledged to the Collateral Agent and the pledgees all of its existing and future rights, claims, benefits and interest in and to the Bank Accounts, including, without limitation, the balances standing to the credit of the Pledgor from time to time (the “Pledged Assets”).

Prior to the notification to you by the Collateral Agent of the occurrence of an event of default, the Pledgor remains authorised to dispose of and/or administer the Pledged Assets and to deal with the Bank Accounts at its full and sole discretion (including the closing of Bank Accounts).

Bank Account Pledge Agreement – Veraxa Biotech Holding AG

Upon the notification to you by the Collateral Agent of an event of default (i) the Collateral Agent has the right to immediately and freely dispose of the Pledged Assets, to withdraw funds from, and to administrate and/or close, the Bank Accounts; (ii) the Pledgor is not entitled anymore to dispose of any Pledged Assets or to withdraw funds from the Bank Accounts without the prior written consent of the Collateral Agent; (iii) the Collateral Agent may give you respective instructions without any restrictions (the “Instructions”); and (iv) you may only validly discharge your obligations in respect of the Pledged Assets by payment/transfer in accordance with the Instructions.

You may fully – without any responsibility on your side – rely on the Instructions and any notification sent to you on the letterhead of the Collateral Agent, whether delivered in form of an original or of a copy and you are released from any duty to verify (i) the authenticity of any signature; (ii) the signature power of any individual that has signed any Instruction or any notification on behalf of the Collateral Agent; or (iii) the veracity of the statements contained in the Instructions or notification.

The Pledgor herewith waives any secrecy rights in relation to the Pledged Assets for the benefit of the Collateral Agent, and you are herewith released from banking secrecy and any other statutory or contractual confidentiality obligations for all purposes in connection with the Pledged Assets. We hereby authorise and instruct you to disclose, upon request of the Collateral Agent, any information relating to the Pledged Assets to the Collateral Agent.

Furthermore, we hereby ask you, for the benefit of the Collateral Agent and the other pledgees, to irrevocably waive any prior-ranking right of pledge, any prior-ranking right of other security and any right of set-off you have over, or in relation to, the Pledged Assets, as long as the pledge created under the Agreement is in effect, provided that such rights shall remain in full force and effect as second ranking security interests and shall be automatically reinstated upon the release of the Pledged Assets.

The Pledgor undertakes to release and hold you harmless (i) from all liabilities of whatever nature incurred by you in connection with the Agreement; and (ii) from all claims asserted against you out of, or in connection with, the Agreement, save in case of wilful misconduct or gross negligence on your part.

Any reference made in this notification to the Collateral Agent shall include a reference to any of its successors, permitted assignees and transferees.

This letter shall be subject to and governed by Swiss substantive law. The exclusive place of jurisdiction shall be the city of Zurich, Switzerland, venue being 1.

We kindly ask you to return a duly countersigned copy of this letter to the Pledgor in order to acknowledge your consent to the matters set forth therein.

Bank Account Pledge Agreement – Veraxa Biotech Holding AG

Yours sincerely,

Veraxa Biotech AG


Name:			Name:
Title:			Title:

HBC Collateral Agent LLC as Collateral Agent


Name:
Title:

Bank Account Pledge Agreement – Veraxa Biotech Holding AG

Acknowledged and agreed:

[Account Bank]


Name:			Name:
Title:			Title:

Bank Account Pledge Agreement – Veraxa Biotech Holding AG

Exhibit 10.4

Execution Version

PURCHASE AGREEMENT

THIS PURCHASE AGREEMENT (the “Agreement”), dated as of May 27, 2026, by and among VOYAGER ACQUISITION CORP., a Cayman Islands exempted company (“Voyager”), VERAXA BIOTECH HOLDING AG, a public limited company organized under the Laws of Switzerland (the “Company”) and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”).

WHEREAS:

Pursuant to that certain Business Combination Agreement by and among the Company, Veraxa Biotech AG, a public limited company organized under the Laws of Switzerland (“Veraxa Biotech”), and the other parties thereto, dated as of April 22, 2025 (as the same may be amended or supplemented from time to time in accordance with its terms, the “Business Combination Agreement”), (i) the Company formed Veraxa Cayman Merger Sub, an exempted company limited by shares incorporated under the laws of the Cayman Islands, as a direct wholly owned subsidiary of the Company (“Merger Sub”), (ii) Voyager shall merge with and into Merger Sub, with Merger Sub as the surviving company in the merger and continue as a wholly owned subsidiary of the Company (the “Initial Merger”), (iii) Merger Sub will distribute its assets to the Company as a liquidating distribution and, as soon as reasonably possible, Merger Sub shall be dissolved under the laws of the Cayman Islands and will cease to be a wholly owned subsidiary of the Company, and (iv) as soon as practicable, but not less than twenty-four hours following the completion of the Initial Merger, Veraxa Biotech will merge with and into the Company, with the Company as the surviving entity in the merger (the “Acquisition Merger”) (collectively with the other transactions contemplated in the Business Combination Agreement, the “Merger”) and, upon consummation of the Merger (the “Closing”), the Company will be a public company.

From and after the Closing, and subject to the terms and conditions set forth in this Agreement, the Company wishes to sell to the Investor, and the Investor wishes to purchase from the Company, up to Fifty Million Dollars ($50,000,000) of ordinary shares, par value CHF 1/113.25 per share, of the Company (the “Ordinary Shares”). The Ordinary Shares to be purchased hereunder are referred to herein as the “Purchase Shares.”

NOW THEREFORE, in consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Voyager, the Company, and the Investor hereby agree as follows:

CERTAIN DEFINITIONS.

For purposes of this Agreement, the following terms shall have the following meanings:

(a) “Accelerated Purchase Date” means, with respect to any Accelerated Purchase made pursuant to Section 2(b) hereof, the Business Day immediately following the applicable Purchase Date with respect to the corresponding Regular Purchase referred to in Section 2(b) hereof.

(b) “Accelerated Purchase Minimum Price Threshold” means, with respect to any Accelerated Purchase made pursuant to Section 2(b) hereof, any minimum per share price threshold set forth in the applicable Accelerated Purchase Notice.

(c) “Accelerated Purchase Notice” means, with respect to any Accelerated Purchase made pursuant to Section 2(b) hereof, an irrevocable written notice from the Company to the Investor directing the Investor to purchase a specified Accelerated Purchase Share Amount on the applicable Accelerated Purchase Date pursuant to Section 2(b) hereof at the applicable Accelerated Purchase Price.

(d) “Accelerated Purchase Price” means, with respect to any particular Accelerated Purchase made pursuant to Section 2(b) hereof, ninety-seven percent (97%) of the lower of (i) the VWAP for the period beginning at 9:30:01 a.m., Eastern time, on the applicable Accelerated Purchase Date, or such other time publicly announced by the Principal Market as the official open (or commencement) of trading on the Principal Market on such applicable Accelerated Purchase Date (the “Accelerated Purchase Commencement Time”), and ending at the earliest of (A) 4:00:00 p.m., Eastern time, on such applicable Accelerated Purchase Date, or such other time publicly announced by Principal Market as the official close of trading on the Principal Market on such applicable Accelerated Purchase Date, (B) such time, from and after the Accelerated Purchase Commencement Time for such Accelerated Purchase, that the total number (or volume) of Ordinary Shares traded on the Principal Market has exceeded the applicable Accelerated Purchase Share Volume Maximum, and (C) such time, from and after the Accelerated Purchase Commencement Time for such Accelerated Purchase, that the Sale Price has fallen below the applicable Accelerated Purchase Minimum Price Threshold (such earliest of (i)(A), (i)(B) and (i)(C) above, the “Accelerated Purchase Termination Time”), and (ii) the Closing Sale Price of the Ordinary Shares on such applicable Accelerated Purchase Date.

(e) “Accelerated Purchase Share Amount” means, with respect to an Accelerated Purchase made pursuant to Section 2(b) hereof, the number of Purchase Shares directed by the Company to be purchased by the Investor in such Accelerated Purchase Notice, which number of Purchase Shares shall not exceed the lesser of (i) 300% of the number of Purchase Shares directed by the Company to be purchased by the Investor pursuant to the corresponding Regular Purchase Notice for the corresponding Regular Purchase referred to in clause (i) of the second sentence of Section 2(b) hereof (subject to the Purchase Share limitations contained in Section 2(a) hereof) and (ii) an amount equal to (A) the Accelerated Purchase Share Percentage multiplied by (B) the total number (or volume) of Ordinary Shares traded on the Principal Market during the period on the applicable Accelerated Purchase Date beginning at the Accelerated Purchase Commencement Time for such Accelerated Purchase and ending at the Accelerated Purchase Termination Time for such Accelerated Purchase.

(f) “Accelerated Purchase Share Percentage” means, with respect to any Accelerated Purchase made pursuant to Section 2(b) hereof, thirty percent (30%).

(g) “Accelerated Purchase Share Volume Maximum” means, with respect to an Accelerated Purchase made pursuant to Section 2(b) hereof, a number of Ordinary Shares equal to (i) the applicable Accelerated Purchase Share Amount to be purchased by the Investor pursuant to the applicable Accelerated Purchase Notice for such Accelerated Purchase, divided by (ii) the Accelerated Purchase Share Percentage.

(h) “Additional Accelerated Purchase Date” means, with respect to an Additional Accelerated Purchase made pursuant to Section 2(c) hereof, the Business Day (i) that is the Accelerated Purchase Date with respect to the corresponding Accelerated Purchase referred to in Section 2(b) hereof and (ii) on which the Investor receives, prior to 1:00 p.m., Eastern time, on such Business Day, a valid Additional Accelerated Purchase Notice for such Additional Accelerated Purchase in accordance with this Agreement.

(i) “Additional Accelerated Purchase Minimum Price Threshold” means, with respect to an Additional Accelerated Purchase made pursuant to Section 2(c) hereof, any minimum per share price threshold set forth in the applicable Additional Accelerated Purchase Notice.

(j) “Additional Accelerated Purchase Notice” means, with respect to an Additional Accelerated Purchase made pursuant to Section 2(c) hereof, an irrevocable written notice from the Company to the Investor directing the Investor to purchase the applicable Additional Accelerated Purchase Share Amount at the Additional Accelerated Purchase Price for such Additional Accelerated Purchase in accordance with this Agreement.

(k) “Additional Accelerated Purchase Price” means, with respect to an Additional Accelerated Purchase made pursuant to Section 2(c) hereof, ninety-seven percent (97%) of the lower of (i) the VWAP for the period on the applicable Additional Accelerated Purchase Date, beginning at the latest of (A) the applicable Accelerated Purchase Termination Time with respect to the corresponding Accelerated Purchase referred to in Section 2(b) hereof on such Additional Accelerated Purchase Date, (B) the applicable Additional Accelerated Purchase Termination Time with respect to the most recently completed prior Additional Accelerated Purchase on such Additional Accelerated Purchase Date, as applicable, and (C) the time at which all Purchase Shares subject to all prior Accelerated Purchases and Additional Accelerated Purchases (as applicable), including, without limitation, those that have been effected on the same Business Day as the applicable Additional Accelerated Purchase Date with respect to which the applicable Additional Accelerated Purchase relates, and have theretofore been received by the Investor as DWAC Shares in accordance with this Agreement (such latest of (i)(A), (i)(B) and (i)(C) above, the “Additional Accelerated Purchase Commencement Time”), and ending at the earliest of (X) 4:00 p.m., Eastern time, on such Additional Accelerated Purchase Date, or such other time publicly announced by Principal Market as the official close of trading on the Principal Market on such Additional Accelerated Purchase Date, (Y) such time, from and after the Additional Accelerated Purchase Commencement Time for such Additional Accelerated Purchase, that total number (or volume) of Ordinary Shares traded on the Principal Market has exceeded the applicable Additional Accelerated Purchase Share Volume Maximum, and (Z) such time, from and after the Additional Accelerated Purchase Commencement Time for such Additional Accelerated Purchase, that the Sale Price has fallen below the applicable Additional Accelerated Purchase Minimum Price Threshold (if any) (such earliest of (i)(X), (i)(Y) and (i)(Z) above, the “Additional Accelerated Purchase Termination Time”), and (ii) the Closing Sale Price of the Ordinary Shares on such Additional Accelerated Purchase Date.

(l) “Additional Accelerated Purchase Share Amount” means, with respect to an Additional Accelerated Purchase made pursuant to Section 2(c) hereof, the number of Purchase Shares directed by the Company to be purchased by the Investor on an Additional Accelerated Purchase Notice, which number of Purchase Shares shall not exceed the lesser of (i) 300% of the number of Purchase Shares directed by the Company to be purchased by the Investor pursuant to the corresponding Regular Purchase Notice for the corresponding Regular Purchase referred to in clause (i) of the second sentence of Section 2(c) hereof (subject to the Purchase Share limitations contained in Section 2(a) hereof) and (ii) an amount equal to (A) the Additional Accelerated Purchase Share Percentage multiplied by (B) the total number (or volume) of Ordinary Shares traded on the Principal Market during the period on the applicable Additional Accelerated Purchase Date beginning at the Additional Accelerated Purchase Commencement Time for such Additional Accelerated Purchase and ending at the Additional Accelerated Purchase Termination Time for such Additional Accelerated Purchase.

(m) “Additional Accelerated Purchase Share Percentage” means, with respect to an Additional Accelerated Purchase made pursuant to Section 2(c) hereof, thirty percent (30%).

(n) “Additional Accelerated Purchase Share Volume Maximum” means, with respect to an Additional Accelerated Purchase made pursuant to Section 2(c) hereof, a number of Ordinary Shares equal to (i) the applicable Additional Accelerated Purchase Share Amount to be purchased by the Investor pursuant to the applicable Additional Accelerated Purchase Notice for such Additional Accelerated Purchase, divided by (ii) the Additional Accelerated Purchase Share Percentage.

(o) “Available Amount” means, initially, Fifty Million Dollars ($50,000,000) in the aggregate, which amount shall be reduced by the Purchase Amount each time the Investor purchases Ordinary Shares pursuant to Section 2 hereof.

(p) “Bankruptcy Law” means Title 11, U.S. Code, or any similar federal or state law for the relief of debtors.

(q) “Business Day” means any day on which the Principal Market is open for trading, including any day on which the Principal Market is open for trading for a period of time less than the customary time.

(r) “Company Material Adverse Effect” means any material adverse effect on (i) the enforceability of any Transaction Document, (ii) the results of operations, assets, business or financial condition of the Company and its Subsidiaries, taken as a whole, other than any material adverse effect that resulted primarily from (A) any change in the United States or foreign economies or securities or financial markets in general that does not have a disproportionate effect on the Company and its Subsidiaries, taken as a whole, (B) any change that generally affects the industry in which the Company operates that does not have a disproportionate effect on the Company and its Subsidiaries, taken as a whole, (C) any change arising in connection with earthquakes, hostilities, acts of war, sabotage or terrorism or military actions or any escalation or material worsening of any such hostilities, acts of war, sabotage or terrorism or military actions existing as of the date hereof, (D) any action taken by the Investor, its affiliates or its or their successors and assigns with respect to the transactions contemplated by this Agreement, (E) the effect of any change in applicable laws or accounting rules that does not have a disproportionate effect on the Company and its Subsidiaries, taken as a whole, or (F) any change resulting from compliance with terms of this Agreement or the consummation of the transactions contemplated by this Agreement, or (iii) the Company’s ability to perform in any material respect on a timely basis its obligations under any Transaction Document to be performed as of the date of determination.

(s) “Closing Sale Price” means, for any security as of any date, the last closing sale price on such date for such security on the Principal Market as reported by the Principal Market.

(t) “Confidential Information” means any information disclosed by either party to the other party, either directly or indirectly, in writing, orally or by inspection of tangible objects (including, without limitation, documents, prototypes, samples, plant and equipment), which is designated as “Confidential,” “Proprietary” or some similar designation. Information communicated orally shall be considered Confidential Information if such information is confirmed in writing as being Confidential Information within ten (10) Business Days after the initial disclosure. Confidential Information may also include information disclosed to a disclosing party by third parties. Confidential Information shall not, however, include any information which (i) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party; (ii) becomes publicly known and made generally available after disclosure by the disclosing party to the receiving party through no action or inaction of the receiving party; (iii) is already in the possession of the receiving party without confidential restriction at the time of disclosure by the disclosing party as shown by the receiving party’s files and records immediately prior to the time of disclosure; (iv) is obtained by the receiving party from a third party without a breach of such third party’s obligations of confidentiality; (v) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information, as shown by documents and other competent evidence in the receiving party’s possession; or (vi) is required by law to be disclosed by the receiving party, provided that (X) the receiving party (1) gives the disclosing party prompt written notice of such requirement prior to such disclosure and assistance in obtaining an order protecting the information from public disclosure and (2) furnishes only that portion of the Confidential Information that is legally required to be disclosed, and (Y) any Confidential Information so disclosed shall maintain its confidentiality protection for all purposes other than such legally required disclosure.

(u) “Custodian” means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.

(v) “DTC” means The Depository Trust Company, or any successor performing substantially the same function for the Company.

(w) “DWAC Shares” means Ordinary Shares that are (i) issued in electronic form, (ii) the resale of which is registered under an effective registration statement and (iii) timely credited, once a DWAC notice is received, by the Company to the Investor’s or its designee’s specified Deposit/Withdrawal at Custodian (DWAC) account with DTC under its Fast Automated Securities Transfer (FAST) Program, or any similar program hereafter adopted by DTC performing substantially the same function.

(x) “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

(y) “Floor Price” means $0.50, which shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, share split, reverse share split or other similar transaction and, effective upon the consummation of any such reorganization, recapitalization, non-cash dividend, share split, reverse share split or other similar transaction, the Floor Price shall mean the lower of (i) the adjusted price and (ii) $1.00.

(z) “Maturity Date” means the first day of the month immediately following the twenty-four (24) month anniversary of the Commencement Date.

(aa) “PEA Period” means the period commencing at 9:30 a.m., Eastern time, on the tenth (10th) Business Day immediately prior to the filing of any post-effective amendment to the Registration Statement (as defined herein) or New Registration Statement (as such term is defined in the Registration Rights Agreement), and ending at 9:30 a.m., Eastern time, on the Business Day immediately following, the effective date of any post-effective amendment to the Registration Statement (as defined in Section 5(a) below) or New Registration Statement (as such term is defined in the Registration Rights Agreement).

(bb) “Person” means an individual or entity including but not limited to any limited liability company, an exempted company, a partnership, an exempted partnership, a joint venture, a corporation, a trust, an unincorporated organization and a government or any department or agency thereof.

(cc) “Principal Market” means The Nasdaq Global Market (or any nationally recognized successor thereto); provided, however, that in the event the Ordinary Shares are ever listed or traded on the New York Stock Exchange, The Nasdaq Capital Market, The Nasdaq Global Select Market, the NYSE American, the NYSE Arca, the OTCQX operated by the OTC Markets Group, Inc. or the OTCQB operated by the OTC Markets Group, Inc. (or any nationally recognized successor to any of the foregoing), then the “Principal Market” shall mean such other market or exchange on which the Ordinary Shares are then listed or traded.

(dd) “Purchase Amount” means, with respect to any Regular Purchase, any Accelerated Purchase or any Additional Accelerated Purchase made hereunder, the portion of the Available Amount to be purchased by the Investor pursuant to Section 2 hereof.

(ee) “Purchase Date” means, with respect to any Regular Purchase made pursuant to Section 2(a) hereof, the Business Day on which the Investor receives by 6:00 p.m., Eastern time, of such Business Day a valid Regular Purchase Notice that the Investor is to purchase such applicable dollar amount of Purchase Shares pursuant to Section 2(a) hereof.

(ff) “Purchase Price” means, with respect to any Regular Purchase made pursuant to Section 2(a) hereof, ninety-seven percent (97%) of the lower of: (i) the lowest Sale Price on the applicable Purchase Date and (ii) the arithmetic average of the three (3) lowest Closing Sale Prices for the Ordinary Shares during the ten (10) consecutive Business Days ending on the Business Day immediately preceding such Purchase Date.

(gg) “Registration Rights Agreement” means that certain Registration Rights Agreement, of even date herewith by and among Voyager, the Company and the Investor.

(hh) “Regular Purchase Notice” means, with respect to any Regular Purchase pursuant to Section 2(a) hereof, an irrevocable written notice from the Company to the Investor directing the Investor to purchase such applicable amount of Purchase Shares at the applicable Purchase Price as specified by the Company therein on the applicable Purchase Date for such Regular Purchase.

(ii) “Sale Price” means any trade price for the Ordinary Shares on the Principal Market as reported by the Principal Market.

(jj) “SEC” means the U.S. Securities and Exchange Commission.

(kk) “Securities” means, collectively, the Purchase Shares and the Commitment Shares (as defined in Section 5(e) below).

(ll) “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

(mm) “Subsidiary” means any Person that the Company wholly-owns or controls, or in which the Company, directly or indirectly, owns a majority of the voting stock or similar voting interest, in each case that would be disclosable pursuant to Item 601(b)(21) of Regulation S-K promulgated under the Securities Act.

(nn) “Transaction Documents” means, collectively, this Agreement and the schedules and exhibits hereto, the Registration Rights Agreement and the schedules and exhibits thereto, and each of the other agreements, documents, certificates and instruments entered into or furnished by the parties hereto in connection with the transactions contemplated hereby and thereby.

(oo) “Transfer Agent” means Continental Stock Transfer & Trust Company, or such other Person who is then serving as the transfer agent for the Company in respect of the Ordinary Shares.

(pp) “Voyager Material Adverse Effect” means any material adverse effect on (i) the enforceability of any Transaction Document, (ii) the results of operations, assets, business or financial condition of Voyager and its subsidiaries, taken as a whole, other than any material adverse effect that resulted primarily from (A) any change in the United States or foreign economies or securities or financial markets in general that does not have a disproportionate effect on Voyager and its subsidiaries, taken as a whole, (B) any change that generally affects the industry in which Voyager and its subsidiaries operate that does not have a disproportionate effect on Voyager and its subsidiaries, taken as a whole, (C) any change arising in connection with earthquakes, hostilities, acts of war, sabotage or terrorism or military actions or any escalation or material worsening of any such hostilities, acts of war, sabotage or terrorism or military actions existing as of the date hereof, (D) any action taken by the Investor, its affiliates or its or their successors and assigns with respect to the transactions contemplated by this Agreement, (E) the effect of any change in applicable laws or accounting rules that does not have a disproportionate effect on Voyager and its subsidiaries, taken as a whole, or (F) any change resulting from compliance with terms of this Agreement or the consummation of the transactions contemplated by this Agreement, or (iii) Voyager’s ability to perform in any material respect on a timely basis its obligations under any Transaction Document to be performed as of the date of determination.

(qq) “VWAP” means in respect of an applicable Accelerated Purchase Date and an Additional Accelerated Purchase Date, as applicable, the volume weighted average price of the Ordinary Shares on the Principal Market, as reported on the Principal Market or by another reputable source such as Bloomberg, L.P.

PURCHASE OF ORDINARY SHARES.

Subject to the terms and conditions set forth in this Agreement, the Company has the right to sell to the Investor, and the Investor has the obligation to purchase from the Company, Purchase Shares as follows:

(a) Commencement of Regular Sales of Ordinary Shares. Upon the satisfaction of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”) and thereafter, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Regular Purchase Notice from time to time, to purchase up to One Hundred Thousand Dollars ($100,000) of Purchase Shares subject to adjustment as set forth below in this Section 2(a) (as it may be adjusted below, the “Regular Purchase Share Limit”), at the Purchase Price on the Purchase Date (each such purchase, a “Regular Purchase”); provided, however, that (i) the Regular Purchase Share Limit may be increased to up to Two Hundred Thousand Dollars ($200,000) of Purchase Shares, provided that the Closing Sale Price of the Ordinary Shares is not below $2.50 on such Purchase Date; (ii) the Regular Purchase Share Limit may be increased to up to Three Hundred Thousand Dollars ($300,000) of Purchase Shares, provided that the Closing Sale Price of the Ordinary Shares is not below $3.50 on such Purchase Date and (iii) the Regular Purchase Share Limit may be increased to up to Five Hundred Thousand Dollars ($500,000) of Purchase Shares, provided that the Closing Sale Price of the Ordinary Shares is not below $5.00 on such Purchase Date (in each case, as appropriately adjusted for any reorganization, recapitalization, non-cash dividend, share split, reverse share split or other similar transaction). If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent, and only to the extent, of the amount by which the number of Purchase Shares set forth in such Regular Purchase Notice exceeds the dollar amount (based on the applicable Purchase Price) of Purchase Shares which the Company is permitted to include in such Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Regular Purchase Notice; provided that the Investor shall remain obligated to purchase the dollar amount (based on the applicable Purchase Price) of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver Regular Purchase Notices to the Investor as often as every Business Day, so long as (i) the Closing Sale Price of the Ordinary Shares on such Business Day is not less than the Floor Price and (ii) the Company has not failed to deliver Purchase Shares for all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by the Investor as DWAC Shares in accordance with this Agreement. Notwithstanding the foregoing, the Company shall not deliver any Regular Purchase Notices during the PEA Period.

(b) Accelerated Purchases. Subject to the terms and conditions of this Agreement, from and after the Commencement Date, in addition to purchases of Purchase Shares as described in Section 2(a) above, the Company shall also have the right, but not the obligation, to direct the Investor by the Company’s delivery to the Investor of an Accelerated Purchase Notice from time to time, and the Investor thereupon shall have the obligation, to purchase such applicable number of Purchase Shares at the Accelerated Purchase Price on the Accelerated Purchase Date in an amount up to the Accelerated Purchase Share Amount in accordance with this Agreement (each such purchase, an “Accelerated Purchase”). The Company may deliver an Accelerated Purchase Notice to the Investor only on a Purchase Date on which (i) the Company also properly submitted a Regular Purchase Notice providing for a Regular Purchase of a number of Purchase Shares not less than the Regular Purchase Share Limit then in effect on such Purchase Date in accordance with this Agreement (including, without limitation, giving effect to any increase to the Regular Purchase Share Limit as a result of the Closing Sale Price of the Ordinary Shares exceeding certain thresholds set forth in Section 2(a) above on such Purchase Date and any other adjustments to the Regular Purchase Share Limit, in each case pursuant to Section 2(a) above), (ii) if all Purchase Shares subject to all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Accelerated Purchase Date with respect to which the applicable Accelerated Purchase relates, have theretofore been received by the Investor as DWAC Shares in accordance with this Agreement and (iii) the Closing Sale Price is not less than the Floor Price. If the Company delivers any Accelerated Purchase Notice directing the Investor to purchase an amount of Purchase Shares that exceeds the Accelerated Purchase Share Amount that the Company is then permitted to include in such Accelerated Purchase Notice, such Accelerated Purchase Notice shall be void ab initio to the extent, and only to the extent, of the number by which the number of Purchase Shares set forth in such Accelerated Purchase Notice exceeds the Accelerated Purchase Share Amount which the Company is permitted to include in such Accelerated Purchase Notice in accordance herewith (which shall be confirmed in an Accelerated Purchase Confirmation (defined below)), and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Accelerated Purchase Notice; provided that the Investor shall remain obligated to purchase the Accelerated Purchase Share Amount which the Company is permitted to include in such Accelerated Purchase Notice. Within one (1) Business Day after completion of each Accelerated Purchase Date, the Accelerated Purchase Share Amount and the applicable Accelerated Purchase Price shall be set forth on a written confirmation of the Accelerated Purchase to be provided to the Company by the Investor (an “Accelerated Purchase Confirmation”). Notwithstanding the foregoing, the Company shall not deliver any Accelerated Purchase Notices during the PEA Period.

(c) Additional Accelerated Purchases. Subject to the terms and conditions of this Agreement, beginning one (1) Business Day following the Commencement Date and thereafter, in addition to purchases of Purchase Shares as described in Section 2(a) and Section 2(b) above, the Company shall also have the right, but not the obligation, to direct the Investor, by its timely delivery to the Investor of an Additional Accelerated Purchase Notice on an Additional Accelerated Purchase Date in accordance with this Agreement, to purchase the applicable Additional Accelerated Purchase Share Amount at the applicable Additional Accelerated Purchase Price therefor in accordance with this Agreement (each such purchase, an “Additional Accelerated Purchase”). The Company may deliver multiple Additional Accelerated Purchase Notices to the Investor on an Additional Accelerated Purchase Date; provided, however, that the Company may deliver an Additional Accelerated Purchase Notice to the Investor only (i) on a Business Day that is also the Accelerated Purchase Date for an Accelerated Purchase with respect to which the Company properly submitted to the Investor an Accelerated Purchase Notice in accordance with this Agreement on the applicable Purchase Date for a Regular Purchase of a number of Purchase Shares not less than the Regular Purchase Share Limit then in effect in accordance with this Agreement (including, without limitation, giving effect to any automatic increase to the Regular Purchase Share Limit as a result of the Closing Sale Price of the Ordinary Shares exceeding certain thresholds set forth in Section 2(a) above on such Purchase Date and any other adjustments to the Regular Purchase Share Limit, in each case pursuant to Section 2(a) above), (ii) if the Closing Sale Price of the Ordinary Shares on the Business Day immediately preceding the Business Day on which such Additional Accelerated Purchase Notice is delivered is not less than the Floor Price, and (iii) if all Purchase Shares subject to all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Additional Accelerated Purchase Date with respect to which the applicable Additional Accelerated Purchase relates, have theretofore been received by the Investor as DWAC Shares in accordance with this Agreement. If the Company delivers any Additional Accelerated Purchase Notice directing the Investor to purchase an amount of Purchase Shares that exceeds the Additional Accelerated Purchase Share Amount that the Company is then permitted to include in such Additional Accelerated Purchase Notice in accordance with the terms of this Agreement, such Additional Accelerated Purchase Notice shall be void ab initio to the extent, and only to the extent, of the number by which the number of Purchase Shares set forth in such Additional Accelerated Purchase Notice exceeds the Additional Accelerated Purchase Share Amount that the Company is then permitted to include in such Additional Accelerated Purchase Notice in accordance with the terms of this Agreement (which shall be confirmed in an Additional Accelerated Purchase Confirmation (defined below)), and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Additional Accelerated Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the Additional Accelerated Purchase Share Amount which the Company is permitted to include in such Additional Accelerated Purchase Notice. Within one (1) Business Day after completion of each Additional Accelerated Purchase Date, the Investor will provide to the Company a written confirmation of each Additional Accelerated Purchase on such Additional Accelerated Purchase Date setting forth the applicable Additional Accelerated Purchase Share Amount and Additional Accelerated Purchase Price for each such Additional Accelerated Purchase on such Additional Accelerated Purchase Date (each, an “Additional Accelerated Purchase Confirmation”). Notwithstanding the foregoing, the Company shall not deliver any Additional Accelerated Purchase Notices during the PEA Period.

(d) Payment for Purchase Shares. For each Regular Purchase, the Investor shall pay to the Company an amount equal to the Purchase Amount with respect to such Regular Purchase as full payment for such Purchase Shares via wire transfer of immediately available funds on the same Business Day that the Investor receives such Purchase Shares, if such Purchase Shares are received by the Investor before 1:00 p.m., Eastern time, or, if such Purchase Shares are received by the Investor after 1:00 p.m., Eastern time, the next Business Day. For each Accelerated Purchase and each Additional Accelerated Purchase, the Investor shall pay to the Company an amount equal to the Purchase Amount with respect to such Accelerated Purchase and Additional Accelerated Purchase, respectively, as full payment for such Purchase Shares via wire transfer of immediately available funds on the second Business Day following the date that the Investor receives such Purchase Shares. If the Company or the Transfer Agent shall fail for any reason or for no reason to electronically transfer any Purchase Shares as DWAC Shares in respect of a Regular Purchase, an Accelerated Purchase or an Additional Accelerated Purchase (as applicable) within two (2) Business Days following the receipt by the Company of the Purchase Price, Accelerated Purchase Price and Additional Accelerated Purchase Price, respectively, therefor in compliance with this Section 2(d), and if on or after such Business Day the Investor purchases (in an open market transaction or otherwise) Ordinary Shares to deliver in satisfaction of a sale by the Investor of such Purchase Shares

that the Investor anticipated receiving from the Company in respect of such Regular Purchase, Accelerated Purchase or Additional Accelerated Purchase (as applicable), then the Company shall, within two (2) Business Days after the Investor’s request, either (i) pay cash to the Investor in an amount equal to the Investor’s total purchase price (including brokerage commissions, if any) for the Ordinary Shares so purchased (the “Cover Price”), at which point the Company’s obligation to deliver such Purchase Shares as DWAC Shares shall terminate, or (ii) promptly honor its obligation to deliver to the Investor such Purchase Shares as DWAC Shares and pay cash to the Investor in an amount equal to the excess (if any) of the Cover Price over the total Purchase Amount paid by the Investor pursuant to this Agreement for all of the Purchase Shares to be purchased by the Investor in connection with such Regular Purchase, Accelerated Purchase and Additional Accelerated Purchase (as applicable). If the issuance would result in the issuance of a fraction of a share of Ordinary Shares, the Company shall round such fraction of a share of Ordinary Shares up or down to the nearest whole share. All payments made under this Agreement shall be made in lawful money of the United States of America or wire transfer of immediately available funds to such account as the Company may from time to time designate by written notice in accordance with the provisions of this Agreement. Whenever any amount expressed to be due by the terms of this Agreement is due on any day that is not a Business Day, the same shall instead be due on the next succeeding day that is a Business Day.

(e) Beneficial Ownership Limitation. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not issue or sell, and the Investor shall not purchase or acquire, any Ordinary Shares under this Agreement which, when aggregated with all other Ordinary Shares then beneficially owned by the Investor and its affiliates (as calculated pursuant to Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder), would result in the beneficial ownership by the Investor and its affiliates of more than 4.99% of the then issued and outstanding Ordinary Shares (the “Beneficial Ownership Limitation”). Upon the written or oral request of the Investor, the Company shall promptly confirm orally or in writing to the Investor the number of Ordinary Shares then outstanding. The Investor, upon written notice to the Company, may increase the Beneficial Ownership Limitation provisions of this Section 2(e), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Ordinary Shares outstanding immediately after giving effect to the issuance of Ordinary Shares pursuant to this Agreement and the provisions of this Section 2(e) shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the sixty-first (61st) day after such written notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The Investor and the Company shall each cooperate in good faith in the determinations required hereby and the application hereof. The Investor’s written certification to the Company of the applicability of the Beneficial Ownership Limitation, and the resulting effect thereof hereunder at any time, shall be conclusive with respect to the applicability thereof and such result absent manifest error.

(f) Compliance with Principal Market Rules. The Company shall not issue any Securities pursuant to this Agreement if such issuance would reasonably be expected to result in (a) a violation of the Securities Act or (b) a breach of the rules and regulations of the Principal Market. Furthermore, the Company agrees that it shall not issue any Securities pursuant to this Agreement if, at the time of such issuance (Y) the effectiveness of the Registration Statement registering the Securities has lapsed for any reason (including, without limitation, the issuance of a stop order or similar order) or (Z) the Registration Statement is unavailable for the resale by the Investor of any or all of the Securities to be issued to the Investor under the Transaction Documents. The provisions of this Section 2(f) shall be implemented in a manner otherwise than in strict conformity with the terms hereof only if necessary to ensure compliance with the Securities Act and the rules and regulations of the Principal Market.

INVESTOR’S REPRESENTATIONS AND WARRANTIES.

The Investor represents and warrants to Voyager and the Company that as of the date hereof and as of the Commencement Date:

(a) Organization; Authority. The Investor is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, with the requisite power and authority to enter into and to consummate the transactions contemplated by this Agreement and the other Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder.

(b) Investment Purpose. The Investor is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other Persons to distribute or regarding the distribution of such Securities in violation of the Securities Act or any applicable state securities law (this representation and warranty not limiting the Investor’s right to sell the Securities at any time pursuant to the Registration Statement described herein or otherwise in compliance with applicable federal and state securities laws). The Investor is acquiring the Securities hereunder in the ordinary course of its business.

(c) Accredited Investor Status. The Investor is an “accredited investor” as that term is defined in Rule 501(a)(3) of Regulation D promulgated under the Securities Act.

(d) Reliance on Exemptions. The Investor understands that the Securities may be offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that each of Voyager and the Company is relying in part upon the truth and accuracy of, and the Investor’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the Securities.

(e) Information. The Investor understands that its investment in the Securities involves a high degree of risk. The Investor (i) is able to bear the economic risk of an investment in the Securities including a total loss thereof, (ii) has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the proposed investment in the Securities and (iii) has had an opportunity to ask questions of and receive answers from the officers of each of Voyager and the Company concerning the financial condition and business of Voyager and the Company and other matters related to an investment in the Securities. Neither such inquiries nor any other due diligence investigations conducted by the Investor or its representatives shall modify, amend or affect the Investor’s right to rely on Voyager’s and the Company’s representations and warranties contained in Section 4 below. The Investor has sought such accounting, legal and tax advice from its own independent advisor as it has considered necessary to make an informed investment decision with respect to its acquisition of the Securities. The Investor understands that it (and not Voyager or the Company) shall be responsible for its own tax liabilities that may arise as a result of this investment or the transactions contemplated by this Agreement.

(f) No Governmental Review. The Investor understands that no U.S. federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of an investment in the Securities nor have such authorities passed upon or endorsed the merits of the offering of the Securities.

(g) Transfer or Sale. The Investor understands that (i) the Securities may not be offered for sale, sold, assigned or transferred unless (A) registered pursuant to the Securities Act or (B) an exemption exists permitting such Securities to be sold, assigned or transferred without such registration; (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable or available, any resale of the Securities under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder.

(h) Validity; Enforcement. This Agreement and the Registration Rights Agreement have been, and each other Transaction Document shall be on the Commencement Date, duly and validly authorized, executed and delivered on behalf of the Investor and is a valid and binding agreement of the Investor enforceable against the Investor in accordance with its terms, subject as to enforceability to general principles of equity and to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

(i) Residency. The Investor is a resident of the State of Illinois.

(j) No Short Selling. The Investor represents and warrants to Voyager and the Company that at no time prior to the date of this Agreement has any of the Investor, its agents, representatives or affiliates engaged in or effected, in any manner whatsoever, directly or indirectly, any (i) “short sale” (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) of Voyager’s Class A Ordinary Shares (the “Class A Ordinary Shares”) or the Company’s Ordinary Shares (as applicable) or (ii) hedging transaction, which establishes a net short position with respect to the Class A Ordinary Shares or Ordinary Shares (as applicable).

REPRESENTATIONS AND WARRANTIES OF VOYAGER AND THE COMPANY.

(a) Voyager Representations and Warranties. Voyager represents and warrants to the Investor that, except as set forth in the disclosure schedules attached hereto, which exceptions shall be deemed to be a part of the representations and warranties made hereunder, as of the date hereof and as of the Commencement Date:

(i) Organization and Qualification. Voyager and each of its subsidiaries is an entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite corporate power and authority to own and use its properties and assets and to carry on its business as currently conducted. Neither Voyager nor any of its subsidiaries is in violation or default of any of the provisions of its respective articles, memorandum, or certificate of incorporation, bylaws or other organizational or charter documents. Each of Voyager and its subsidiaries is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in a Voyager Material Adverse Effect and no proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.

(ii) Authorization; Enforcement; Validity. (i) Voyager has the requisite corporate power and authority to enter into and (subject to any applicable rules and regulations of the Principal Market) perform its obligations under this Agreement and each of the other Transaction Documents, and to issue the Securities in accordance with the terms hereof and thereof, (b) the execution and delivery of the Transaction Documents by Voyager and the consummation by it of the transactions contemplated hereby and thereby, including without limitation, the issuance of the Commitment Shares (as defined below in Section 5(e)) and the reservation for issuance and the issuance of the Purchase Shares issuable under this Agreement, have been duly authorized by Voyager’s Board of Directors and other than the Merger, no further consent or authorization is required by Voyager, its Board of Directors or its shareholders (except as provided in this Agreement), (c) each of this Agreement and the Registration Rights Agreement has been, and each other Transaction Document shall be on the Commencement Date, duly executed and delivered by Voyager and (d) this Agreement constitutes, and each other Transaction Document upon its execution on behalf of Voyager, shall constitute, the valid and binding obligations of Voyager enforceable against Voyager in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The Board of Directors of Voyager has approved the resolutions (the “Voyager Signing Resolutions”) to authorize this Agreement and the transactions contemplated hereby. The Voyager Signing Resolutions are valid, in full force and effect and have not been modified or supplemented in any respect. Voyager has delivered to the Investor a true and correct copy of a unanimous written consent adopting the Voyager Signing Resolutions executed by all of the members of the Board of Directors of Voyager or minutes of a meeting of the Board of Directors of Voyager approving the Voyager Signing Resolutions. Except as set forth in this Agreement and the consummation of the Merger, no other approvals or consents of Voyager’s Board of Directors, any authorized committee thereof, or shareholders is necessary (except as provided in this Agreement) under applicable laws and the Amended and Restated Memorandum and Articles of Association (as may be amended, the “Articles of Association”) to authorize the execution and delivery of this Agreement or any of the transactions contemplated hereby, including, but not limited to, the issuance of the Commitment Shares and the issuance of the Purchase Shares.

(iii) Capitalization. As of the date hereof, the authorized and issued capital shares of Voyager is set forth in the Company’s Registration Statement on the Form F-4 initially filed with the SEC on July 31, 2025 (as amended, the “Form F-4”). Except as disclosed in the SEC Documents (as defined below), (i) none of Voyager’s capital stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered by Voyager, (ii) there are no outstanding debt securities, (iii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, shares of capital stock of Voyager or any of its subsidiaries, or contracts, commitments, understandings or arrangements by which Voyager or any of its subsidiaries is or may become bound to issue additional capital stock of Voyager or any of its subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any capital shares of Voyager or any of its subsidiaries, (iv) there are no agreements or arrangements under which Voyager or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities Act (except the Registration Rights Agreement), (v) there are no outstanding securities or instruments of Voyager or any of its subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which Voyager or any of its subsidiaries is or may become bound to redeem a security of Voyager or any of its subsidiaries, (vi) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities as described in this Agreement and (vii) Voyager does not have any share appreciation rights or “phantom share” plans or agreements or any similar plan or agreement. Voyager has made available (provided that any documents filed with the SEC and available on the SEC’s EDGAR system shall be deemed to have been made available) to the Investor true and correct copies of Voyager’s Articles of Association as amended and as in effect on the date hereof and will make available the form of Articles of Association of Voyager that will be in effect at the Closing (the “New Articles of Association”), and summaries of the material terms of all securities convertible into or exercisable for Ordinary Shares, if any, and copies of any documents containing the material rights of the holders thereof in respect thereto that, in either case, are not disclosed in the Form F-4.

(iv) No Conflicts. The execution, delivery and performance of the Transaction Documents by Voyager, the Closing, and the consummation by Voyager of the transactions contemplated hereby and thereby (including, without limitation, the reservation for issuance and issuance of the Purchase Shares and the Commitment Shares) will not (i) result in a violation of the Articles of Association or the New Articles of Association, as applicable, any Certificate of Designations, Preferences and Rights of any outstanding series of preferred shares of Voyager or (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which Voyager or any of its subsidiaries is a party, or result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations and the rules and regulations of the Principal Market applicable to Voyager or any of its subsidiaries) or by which any property or asset of Voyager or any of its subsidiaries is bound or affected, except in the case of conflicts, defaults, terminations, amendments, accelerations, cancellations and violations under clause (ii), which could not reasonably be expected to result in a Voyager Material Adverse Effect. Neither Voyager nor any of its subsidiaries is in violation of any term of or is in default under any material contract, agreement, mortgage, indebtedness, indenture, instrument, judgment, decree or order or any statute, rule or regulation applicable to Voyager or its subsidiaries, except for possible conflicts, defaults, terminations or amendments that could not reasonably be expected to have a Voyager Material Adverse Effect or to result in any conflict related to the Merger. The business of Voyager and its subsidiaries is not being conducted, and shall not be conducted, in violation of any law, ordinance, or regulation of any governmental entity, except for possible violations, the sanctions for, or consequences of, which either individually or in the aggregate could not reasonably be expected to have a Voyager Material Adverse Effect. Except as specifically contemplated by this Agreement, the Registration Rights Agreement and any consents related to the Merger, and as required under the Securities Act or the Exchange Act or applicable state securities laws and the rules and regulations of the Principal Market, Voyager is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency or any regulatory or self-regulatory agency in order for it to execute, deliver or perform any of its obligations under or contemplated by the Transaction Documents in accordance with the terms hereof or thereof. Except as set forth or contemplated elsewhere in this Agreement or the Registration Rights Agreement, all consents, authorizations, orders, filings and registrations which Voyager is required to obtain pursuant to the preceding sentence shall be obtained or effected on or prior to the Commencement Date. Except as disclosed in the SEC Documents, since one year prior to the date hereof, Voyager has not received nor delivered any notices or correspondence from or to the Principal Market, other than notices with respect to the listing of additional Ordinary Shares and other routine correspondence. To Voyager’s knowledge, the Principal Market has not commenced any delisting proceedings against Voyager.

(v) SEC Documents; Financial Statements. Upon Closing, Voyager shall have filed all reports, schedules, forms, statements and other documents required to be filed by Voyager under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof for such period as Voyager was required by law or regulation to file such material, (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, filed by Voyager or the Company, as applicable, being collectively referred to herein as the “SEC Documents”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Documents prior to the expiration of any such extension. As of their respective dates, or, if amended or restated, as of the date of such amendment or restatement, the SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable. None of the SEC Documents contained, when filed or, if amended or restated, as of the date of such amendment or restatement with respect to those disclosures that are amended or restated, 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. Except as set forth in the SEC Documents, the financial statements included in the SEC Documents comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing, or if amended or restated, as of the date of such amendment or restatement. Except as set forth in the SEC Documents or in connection with the SEC’s review of the Form F-4, Voyager has received no notices or correspondence from the SEC for the one year preceding the date hereof. To the knowledge of Voyager, the SEC has not commenced any enforcement proceedings against Voyager or any of its subsidiaries.

(vi) Absence of Certain Changes. Except as disclosed in the SEC Documents, since August 8, 2024, there has been no material adverse change in the business, properties, operations, financial condition or results of operations of Voyager. Voyager has not taken any steps, and does not currently expect to take any steps, to seek protection pursuant to any Bankruptcy Law nor does Voyager have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy or insolvency proceedings. Assuming consummation of the Merger and the transactions contemplated thereby, Voyager is financially solvent and is generally able to pay its debts as they become due.

(vii) Acknowledgment Regarding Investor’s Status. Voyager acknowledges and agrees that the Investor is acting solely in the capacity of arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby. Voyager further acknowledges that the Investor is not acting as a financial advisor or fiduciary of Voyager (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby. Voyager represents that it has not received any advice from the Investor or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby. Voyager further represents to the Investor that Voyager’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by Voyager and its representatives and advisors.

(viii) No General Solicitation; No Aggregated or Integrated Offering. Neither Voyager, nor any of its affiliates that it controls, nor any Person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act) in connection with the offer or sale of the Securities. Neither Voyager, nor or any of its affiliates that it controls, nor any Person acting on their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to purchase any security, under circumstances that would require registration of the offer and sale of any of the Securities under the Securities Act, whether through aggregation or integration with prior offerings or otherwise, or cause this offering of the Securities to be aggregated or integrated with prior offerings by Voyager in a manner that would require shareholder approval pursuant to the rules of the Principal Market on which any of the securities of Voyager are to be listed or designated. The issuance and sale of the Securities hereunder, as of the date of this Agreement, does not contravene the rules and regulations of the Principal Market.

(ix) Application of Takeover Protections. Voyager and its Board of Directors have taken or will take prior to the Commencement Date all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Articles of Association or the New Articles of Association, as applicable, or the laws of the state of its incorporation which is or could become applicable to the Investor as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities and the Investor’s ownership of the Securities.

(x) Disclosure. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents that will be timely publicly disclosed by Voyager, Voyager confirms that neither it nor any other Person acting on its behalf has provided the Investor or its agents or counsel with any information that it believes constitutes or might constitute material, non-public information which is not otherwise disclosed in the Registration Statement or the SEC Documents. Voyager understands and confirms that the Investor will rely on the foregoing representation in effecting purchases and sales of the Securities. All of the disclosure furnished by or on behalf of Voyager to the Investor regarding Voyager, its business and the transactions contemplated hereby is true and correct in all material respects and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The press releases disseminated by Voyager during the twelve months preceding the date of this Agreement taken as a whole do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made and when made, not misleading. Voyager acknowledges and agrees that the Investor neither makes nor has made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 3 hereof.

(xi) Sarbanes-Oxley. Voyager is in compliance with all material provisions of the Sarbanes-Oxley Act of 2002, as amended, which are applicable to it as of the date hereof.

(xii) Certain Fees. No brokerage or finder’s fees or commissions are or will be payable by Voyager to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated by the Transaction Documents. The Investor shall have no obligation with respect to any fees or with respect to any claims made by or on behalf of other Persons for fees of a type contemplated in this Section 4(a)(xii) that may be due in connection with the transactions contemplated by the Transaction Documents.

(xiii) Accountants. Voyager’s accountants are set forth in the SEC Documents and, to the knowledge of Voyager, such accountants are an independent registered public accounting firm as required by the Securities Act.

(xiv) Listing and Maintenance Requirements. The Class A Ordinary Shares are and the Ordinary Shares will be registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and Voyager has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration of the Class A Ordinary Shares pursuant to the Exchange Act nor has Voyager received any notification that the SEC is currently contemplating terminating such registration. Voyager has not, in the twelve (12) months preceding the date hereof, received any notice from any Person to the effect that Voyager is not in compliance with the listing or maintenance requirements of the Principal Market. Voyager is, and has no reason to believe that it will not in the foreseeable future continue to be, in compliance in all material respects with all such listing and maintenance requirements.

(b) Company Representations and Warranties. The Company represents and warrants to the Investor that, except as set forth in the disclosure schedules attached hereto, which exceptions shall be deemed to be a part of the representations and warranties made hereunder, as of the date hereof and as of the Commencement Date:

(i) Organization and Qualification. The Company is an entity duly incorporated or otherwise organized, and validly existing under the laws of the jurisdiction of its incorporation or organization, with the requisite corporate power and authority to own and use its properties and assets and to carry on its business as currently conducted. The Company is not in violation or default of any of the provisions of its articles of incorporation or bylaws. The Company is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in a Company Material Adverse Effect and no proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.

(ii) Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and subsequent to Closing (and subject to any applicable rules and regulations of the Principal Market) perform its obligations under this Agreement, the Registration Rights Agreement and each of the other Transaction Documents, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation, the issuance of the Commitment Shares (as defined below in Section 5(e)) and the reservation for issuance and the issuance of the Purchase Shares issuable under this Agreement, have been duly authorized by the Company’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its shareholders (except as provided in this Agreement, the Business Combination Agreement or in case the Company decides to issue the Purchase Shares out of the capital band, in which case the Purchase Shares will be created prior to issuing a Regular Purchase Notice or an Accelerated Purchase Notice), and copies of such resolutions have been provided to the Investor, (iii) each of this Agreement and the Registration Rights Agreement has been, and each other Transaction Document shall be on the Commencement Date, duly executed and delivered by the Company and (iv) each of this Agreement and the Registration Rights Agreement constitutes, and each other Transaction Document upon its execution on behalf of the Company, shall constitute, the valid and binding obligations of the Company enforceable against the Company in accordance with their terms,

except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The Board of Directors of the Company has approved the Registration Rights Agreement and the transactions contemplated hereby and such resolutions are valid, in full force and effect and have not been modified or supplemented in any respect (the “Company Signing Resolutions”). The Company has delivered to the Investor a true and correct copy of minutes of a meeting of the Board of Directors of the Company at which the Company Signing Resolutions were duly adopted by the Board of Directors or a unanimous written consent adopting the Company Signing Resolutions executed by all of the members of the Board of Directors of the Company. Except as set forth in this Agreement, no other approvals or consents of the Company’s Board of Directors, any authorized committee thereof, or shareholders (except as provided in this Agreement or the Business Combination Agreement) is necessary under applicable laws and the Company’s articles of association to authorize the execution and delivery of the Transaction Documents or any of the transactions contemplated thereby.

(iii) Issuance of Securities. Upon issuance and payment therefor in accordance with the terms and conditions of this Agreement, the Purchase Shares shall be validly issued, fully paid and nonassessable and free from all taxes, liens, charges, restrictions, rights of first refusal and preemptive rights with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Ordinary Shares. Upon the Commencement Date, (i) a sufficient number of Ordinary Shares will be duly reserved out of treasury shares or the capital band for issuance upon purchase under this Agreement as Purchase Shares and (ii) upon the Closing, a sufficient number of Ordinary Shares to meet the Company’s obligations under this Agreement (subject to adjustment for any reorganization, recapitalization, non-cash dividend, share split, reverse share split or other similar transaction) will be duly authorized and, if required by the Principal Market, reserved for issuance out of treasury shares as Commitment Shares (as defined below in Section 5(e)) in accordance with this Agreement. When issued in accordance with this Agreement and upon the Closing, the Commitment Shares shall be validly issued, fully paid and nonassessable and free from all taxes, liens, charges, restrictions, rights of first refusal and preemptive rights with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Ordinary Shares.

(iv) No Conflicts. The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby will not (i) result in a violation of the Company’s memorandum and articles of association or (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company is a party, or result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations applicable to the Company) or by which any property or asset of the Company is bound or affected, except in the case of conflicts, defaults, terminations, amendments, accelerations, cancellations and violations under clause (ii), which could not reasonably be expected to result in a Company Material Adverse Effect. The Company is not in violation of any term of or in default under its memorandum and articles of association. The Company is not in violation of any term of or is in default under any material contract, agreement, mortgage, indebtedness, indenture, instrument, judgment, decree or order or any statute, rule or regulation applicable to the Company, except for possible conflicts, defaults, terminations or amendments that could not reasonably be expected to have a Company Material Adverse Effect. The business of the Company is not being conducted, and shall not be conducted, in violation of any law, ordinance or regulation of any governmental entity, except for possible violations, the sanctions for which either individually or in the aggregate could not reasonably be expected to have a Company Material Adverse Effect. Except as specifically contemplated by this Agreement and as required under the Securities Act or applicable state securities laws, the Company is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency or any regulatory or self-regulatory agency in order for it to execute, deliver or perform any of its obligations under or contemplated by the Transaction Documents in accordance with the terms hereof or thereof. Except as set forth elsewhere in this Agreement, all consents, authorizations, orders, filings and registrations which the Company is required to obtain pursuant to the preceding sentence shall be obtained or effected on or prior to the Commencement Date.

(v) Absence of Certain Changes. The Company has not taken any steps, and does not currently expect to take any steps, to seek protection pursuant to any Bankruptcy Law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy or insolvency proceedings. Assuming consummation of the Merger and the transactions contemplated thereby, the Company is financially solvent and is generally able to pay its debts as they become due.

(vi) Absence of Litigation. There is no action, suit, proceeding, inquiry or, to the Company’s knowledge, investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company, or any of the Company’s officers or directors in their capacities as such, which could reasonably be expected to have a Company Material Adverse Effect.

(vii) Acknowledgment Regarding Investor’s Status. The Company acknowledges and agrees that the Investor is acting solely in the capacity of arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby. The Company further acknowledges that the Investor is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby. The Company represents that it has not received any advice from the Investor or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby. The Company further represents to the Investor that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives and advisors.

(viii) No General Solicitation. Neither the Company, nor any of its affiliates, nor any Person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act) in connection with the offer or sale of the Securities.

(ix) Intellectual Property Rights. The Company owns or possesses or can obtain on commercially reasonable terms adequate rights or licenses to use all trademarks, trade names, service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses, approvals, governmental authorizations, trade secrets and other intellectual property rights necessary to conduct its business as now conducted. None of the Company’s rights in its owned and material trademarks, trade names, service marks, service mark registrations, service names, patents, patent rights, copyrights, trade secrets or other intellectual property rights have expired or terminated, or, by the terms and conditions thereof, could expire or terminate within two years from the date of this Agreement. The Company does not have any knowledge of any infringement by the Company of any trademark, trade name rights, patents, patent rights, copyrights, service names, service marks, service mark registrations, trade secret or other intellectual property rights of others, and there is no claim, action or proceeding being made or brought against, or to the Company’s knowledge, being threatened against, the Company regarding trademark, trade name, patents, patent rights, copyright, service names, service marks, service mark registrations, trade secret or other infringement, which could reasonably be expected to have a Company Material Adverse Effect.

(x) Environmental Laws. The Company (i) is in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”), (ii) has received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct its businesses and (iii) is in compliance with all terms and conditions of any such permit, license or approval, except where, in each of the three foregoing clauses, the failure to so comply could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

(xi) Title. The Company has good and marketable title in fee simple to all real property owned by it and good and marketable title in all tangible personal property owned by it that is material to its business, in each case free and clear of all liens, encumbrances and defects (“Liens”) and, except for Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and Liens for the payment of federal, state or other taxes, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company are held by them under valid, subsisting and enforceable leases with which the Company is in compliance with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company.

(xii) Insurance. The Company is insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as management of the Company believes to be prudent and customary in the businesses in which the Company is engaged. The Company has not been refused any insurance coverage sought or applied for and the Company has no reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not materially and adversely affect the condition, financial or otherwise, or the earnings, business or operations of the Company.

(xiii) Regulatory Permits. The Company possesses all material certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct its business, and the Company has not received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit.

(xiv) Tax Status. The Company has made or filed all federal and state income and all other material tax returns, reports and declarations required by any jurisdiction to which it is subject and has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations, except those being contested in good faith (but only to the extent that the Company has set aside on its books provisions reasonably adequate for the payment of all unpaid and unreported taxes) and has set aside on its books provision reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed in writing to be due by the taxing authority of any jurisdiction, and to the knowledge of the Company there is no basis for any such claim.

(xv) Transactions With Affiliates. Except as disclosed in the SEC Documents, to the Company’s knowledge, none of the Company’s shareholders covered by Item 403(a) of Regulation S-K, officers or directors or any family member or affiliate of any of the foregoing, has either directly or indirectly an interest in, or is a party to, any transaction that is required to be disclosed as a related party transaction pursuant to Item 404 of Regulation S-K promulgated under the Securities Act.

(xvi) Disclosure. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents that will be timely publicly disclosed by the Company, the Company confirms that neither it nor any other Person acting on its behalf has provided the Investor or its agents or counsel with any information that it believes constitutes or might constitute material, non-public information which is not otherwise disclosed in the Registration Statement or the SEC Documents. The Company understands and confirms that the Investor will rely on the foregoing representation in effecting purchases and sales of the Securities. All of the disclosure furnished by or on behalf of the Company to the Investor regarding the Company, its business and the transactions contemplated hereby is true and correct and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The Company acknowledges and agrees that the Investor neither makes nor has made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 3 hereof.

(xvii) Foreign Corrupt Practices. Neither the Company, nor to the knowledge of the Company, any agent or other Person acting on behalf of the Company, has (i) directly or indirectly, used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (ii) made any unlawful payment to foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns from corporate funds, (iii) failed to disclose fully any contribution made by the Company (or made by any Person acting on its behalf of which the Company is aware) which is in violation of law, or (iv) violated in any material respect any provision of the Foreign Corrupt Practices Act of 1977, as amended.

(xviii) Certain Fees. Except pursuant to the terms of this Agreement, no brokerage or finder’s fees or commissions are or will be payable by the Company to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated by the Transaction Documents. The Investor shall have no obligation with respect to any fees or with respect to any claims made by or on behalf of other Persons for fees of a type contemplated in this Section 4(b)(xviii) that may be due in connection with the transactions contemplated by the Transaction Documents.

(xix) DTC Eligibility. Subsequent to the Merger, the Company, through the Transfer Agent, shall participate in the DTC Fast Automated Securities Transfer (FAST) Program and the Ordinary Shares can be transferred electronically to third parties via the DTC Fast Automated Securities Transfer (FAST) Program.

(xx) Investment Company. The Company is not, and immediately after receipt of payment for the Securities will not be, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

(xxi) No Market Manipulation. The Company has not, and to its knowledge no Person acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of Voyager to facilitate the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases of, any of the Securities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of Voyager.

(xxii) Listing and Maintenance Requirements. Subsequent to Closing, the Ordinary Shares shall be registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and the Company has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration of the Ordinary Shares pursuant to the Exchange Act nor has the Company received any notification that the SEC is currently contemplating terminating such registration.

(xxiii) No Disqualification Events. None of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the offering contemplated hereby, any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act) connected with the Company in any capacity at the time of sale (each, a “Company Issuer Covered Person”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) under the Securities Act. The Company has exercised reasonable care to determine whether any Company Issuer Covered Person is subject to a Disqualification Event.

COVENANTS.

(a) Filing of Current Report and Registration Statement. Each of Voyager and the Company agrees that Voyager shall, within the time required under the Exchange Act, file with the SEC a report on Form 8-K relating to the transactions contemplated by, and describing the material terms and conditions of, the Transaction Documents (the “Current Report”). Each of Voyager and the Company further agrees that the Company shall file with the SEC, within thirty (30) days of the date of Closing, a new registration statement (as amended or supplemented or replaced with a New Registration Statement, the “Registration Statement”) covering the resale of the Purchase Shares and all of the Commitment Shares in accordance with the terms of the Registration Rights Agreement among Voyager, the Company and the Investor, dated as of the date hereof (the “Registration Rights Agreement”), provided, however, that the Company may delay filing or suspend the use of any registration statement if the Company determines, upon advice of legal counsel, that in order for the registration statement to not contain a material misstatement or omission, an amendment thereto would be needed, or if the Company’s Board of Directors, upon advice of legal counsel, reasonably believes that such filing or use could materially affect a bona fide business or financing transaction of the Company or would require premature disclosure of information that could materially adversely affect the Company. The Company shall permit the Investor to review and comment upon the final pre-filing draft version of the Current Report at least two (2) Business Days prior to its filing with the SEC and, with respect to information regarding the Investor or the transaction contemplated hereby, Voyager and the Company shall not file the Current Report or the Registration Statement, respectively, with the SEC in a form to which the Investor reasonably objects. The Investor shall use its reasonable best efforts to comment upon the final pre-filing draft version of the Current Report within one (1) Business Day from the date the Investor receives it from Voyager.

(b) Blue Sky. The Company shall take all such action, if any, as is reasonably necessary in order to obtain an exemption for or to register or qualify (i) the issuance of the Commitment Shares and the sale of the Purchase Shares to the Investor under this Agreement and (ii) any subsequent resale of all Commitment Shares and all Purchase Shares by the Investor, in each case, under applicable securities or “Blue Sky” laws of the states of the United States in such states as is reasonably requested by the Investor from time to time, and shall provide evidence of any such action so taken to the Investor provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject”.

(c) Listing/DTC. The Company shall use its commercially reasonable efforts to promptly secure the listing of all of the Purchase Shares and Commitment Shares to be issued to the Investor hereunder on the Principal Market (subject to official notice of issuance) and upon each other national securities exchange or automated quotation system, if any, upon which the Ordinary Shares are then listed, and shall use commercially reasonable efforts to maintain, so long as any Ordinary Shares shall be so listed, such listing of all such Securities from time to time issuable hereunder. The Company shall use commercially reasonable efforts to maintain the listing of the Ordinary Shares on the Principal Market and shall comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules and regulations of the Principal Market. The Company shall not take any action that would reasonably be expected to result in the delisting or suspension of the Ordinary Shares on the Principal Market. The Company shall promptly, and in no event later than the following Business Day, provide to the Investor copies of any notices it receives from any Person regarding the continued eligibility of the Ordinary Shares for listing on the Principal Market; provided, however, that the Company shall not be required to provide the Investor copies of any such notice that the Company reasonably believes constitutes material non-public information and the Company would not be required to publicly disclose such notice in any report or statement filed with the SEC and under the Exchange Act or the Securities Act. The Company shall pay all fees and expenses in connection with satisfying its obligations under this Section 5(c). The Company shall use its commercially reasonable efforts to ensure that its Ordinary Shares can be transferred electronically as DWAC Shares.

(d) Prohibition of Short Sales and Hedging Transactions. The Investor agrees that beginning on the date of this Agreement and ending on the date of termination of this Agreement as provided in Section 11, the Investor and its agents, representatives and affiliates shall not in any manner whatsoever enter into or effect, directly or indirectly, any (i) “short sale” (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) of the Ordinary Shares or (ii) hedging transaction, which establishes a net short position with respect to the Ordinary Shares.

(e) Issuance of Commitment Shares. As consideration for the Investor’s execution and delivery of this Agreement, the Company shall cause the Transfer Agent to transfer on the Business Day prior to filing of the initial Registration Statement Seven Hundred Fifty Thousand Dollars ($750,000) of Ordinary Shares (the “Commitment Shares”) directly to the Investor and shall deliver to the Transfer Agent on such date the Irrevocable Transfer Agent Instructions in the form set forth in Section 6 hereof. For purposes of determining the number of Commitment Shares, the per share price of the Commitment Shares shall be equal to the lesser of (i) $10.00; (ii) the average closing price of the Ordinary Shares for the ten (10) Business Days prior to the date such shares are issued; or (iii) the closing price of the Ordinary Shares on the Business Day prior to the date such shares are issued. For the avoidance of doubt, all of the Commitment Shares shall be fully earned as of the date of this Agreement, irrespective of any subsequent termination of this Agreement but the Commitment Shares will in no event be paid to the Investor if the Closing does not occur.

(f) Due Diligence; Non-Public Information. The Investor shall have the right, from time to time as the Investor may reasonably deem appropriate and upon reasonable advance notice to Voyager and the Company, to perform reasonable due diligence on Voyager and the Company during normal business hours. Each of Voyager and the Company and their respective officers and employees shall provide information and reasonably cooperate with the Investor in connection with any reasonable request by the Investor related to the Investor’s due diligence of Voyager and the Company. Each party hereto agrees not to disclose any Confidential Information of the other party to any third party and shall not use the Confidential Information for any purpose other than in connection with, or in furtherance of, the transactions contemplated hereby. Each party hereto acknowledges that the Confidential Information shall remain the property of the disclosing party and agrees that it shall take all reasonable measures to protect the secrecy of any Confidential Information disclosed by the other party. Each of Voyager and the Company confirms that neither it nor any other Person acting on its behalf shall provide the Investor or its agents or counsel with any information that constitutes or might constitute material, non-public information, unless a simultaneous public announcement thereof is made by the Company in the manner contemplated by Regulation FD. In the event of a breach of the foregoing covenant by Voyager, the Company, or any Person acting on their behalf (as determined in the reasonable good faith judgment of the Investor), in addition to any other remedy provided herein or in the other Transaction Documents, if the Investor is holding any Securities at the time of the disclosure of material, non-public information, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information without the prior approval by Voyager and the Company; provided the Investor shall have first provided notice to Voyager and the Company that it believes it has received information that constitutes material, non-public information, Voyager and the Company shall have at least two (2) Business Days to either (i) demonstrate that such information is not material non-public information to the reasonable satisfaction of the Investor or (ii) publicly disclose such material, non-public information prior to any such disclosure by the Investor. The Investor shall not have any liability to the Company, any of its Subsidiaries, Voyager, any of its subsidiaries, or any of their respective directors, officers, employees, shareholders, or agents, for any such disclosure. Each of Voyager and the Company understands and confirms that the Investor shall be relying on the foregoing covenants in effecting transactions in securities of the Company.

(g) Purchase Records. The Investor and the Company shall each maintain records showing the remaining Available Amount at any given time and the dates and Purchase Amounts for each Regular Purchase, Accelerated Purchase and Additional Accelerated Purchase or shall use such other method, reasonably satisfactory to the Investor and the Company.

(h) Taxes. The Company shall pay any and all transfer, stamp or similar taxes that may be payable with respect to the issuance and delivery of any Ordinary Shares to the Investor made under this Agreement. For the avoidance of doubt, any other taxes incurred by the Investor (including any taxes on income resulting from the transactions contemplated by this Agreement) shall solely be the responsibility of the Investor.

(i) Aggregation. From and after the date of this Agreement, neither the Company, nor or any of its affiliates will, and the Company shall use its reasonable best efforts to ensure that no Person acting on their behalf will, directly or indirectly, make any offers or sales of any security or solicit any offers to purchase any security, under circumstances that would cause this offering of the Securities by the Company to the Investor to be aggregated with other offerings by the Company in a manner that would require shareholder approval pursuant to the rules of the Principal Market on which any of the securities of the Company are listed or designated, unless shareholder approval is obtained before the closing of such subsequent transaction in accordance with the rules of such Principal Market.

(j) Use of Proceeds. The Company will use the net proceeds from the offering for any corporate purpose at the sole discretion of the Company.

(k) Other Transactions. During the term of this Agreement, neither Voyager nor the Company shall enter into, announce or recommend to its shareholders any agreement, plan, arrangement or transaction in or of which the terms thereof would restrict, materially delay, conflict with or impair the ability or right of the Company to perform its obligations under the Transaction Documents, including, without limitation, the obligation of the Company to deliver the Purchase Shares and the Commitment Shares to the Investor in accordance with the terms of the Transaction Documents; provided, however, that nothing in this Section 5(k) shall prohibit or restrict the issuance of any securities (including any promissory notes, convertible notes and warrants) by the Company or any of its Subsidiaries (i) to High Trail Special Situations II LLC or HT Investments MA LLC, or any of their respective affiliates, or any issuance of Ordinary Shares upon conversion, exercise or exchange of any such securities, pursuant to that certain Securities Purchase Agreement by and among Veraxa Biotech, the Company, Voyager and the investors party thereto (the “HT Purchase Agreement”), or the consummation of any of the transactions contemplated thereby or (ii) to Cantor Fitzgerald & Co., solely as underwriter compensation, pursuant to that certain Fee Modification Agreement by and between Voyager and Cantor Fitzgerald & Co. (the “Fee Modification Agreement”).

(l) Integration. From and after the date of this Agreement, neither Voyager nor the Company, nor or any of their respective affiliates will, and each of Voyager and the Company shall use its reasonable best efforts to ensure that no Person acting on its behalf will, directly or indirectly, make any offers or sales of any security or solicit any offers to purchase any security, under circumstances that would require registration of the offer and sale of any of the Securities under the Securities Act; provided, however, that this Section 5(l) shall not prohibit or restrict (i) the issuance of any securities (including any promissory notes, convertible notes and warrants) to High Trail Special Situations II LLC or HT Investments MA LLC, or any of their respective affiliates, pursuant to the HT Purchase Agreement or the transaction documents related thereto, (ii) any issuance of Ordinary Shares upon conversion, exercise or exchange of any such securities, or (iii) the issuance of Ordinary Shares, solely as underwriter compensation, to Cantor Fitzgerald & Co pursuant to the Fee Modification Agreement.

(m) Limitation on Variable Rate Transactions. From the date hereof and for a period of six (6) months after the termination or expiration of this Agreement, the Company shall be prohibited from effecting or entering into an agreement to effect any issuance by the Company or any of its Subsidiaries of Ordinary Shares involving a Variable Rate Transaction other than with the Investor. “Variable Rate Transaction” means an “equity line of credit” or substantially similar transaction whereby an investor is irrevocably bound to purchase securities over a period of time from the Company at a price based on the market price of the Ordinary Shares at the time of each such purchase, provided, however, that this Section 5(m) shall not be deemed to prohibit (i) the issuance and sale of Ordinary Shares pursuant to an “at-the-market offering” by the Company exclusively through a registered broker-dealer acting as agent of the Company pursuant to a written agreement between the Company and such registered broker-dealer, (ii) the issuance of any securities (including promissory notes, convertible notes and warrants) to High Trail Special Situations II LLC or HT Investments MA LLC, or any of their respective affiliates, or any issuance of Ordinary Shares upon conversion, exercise or exchange of any such securities, or (iii) the issuance of Ordinary Shares, solely as underwriter compensation, to Cantor Fitzgerald & Co. pursuant to the Fee Modification Agreement.

TRANSFER AGENT INSTRUCTIONS.

(a) Commitment Shares. Upon the date of Closing, the Company shall issue to the Transfer Agent (and any subsequent transfer agent) irrevocable instructions, in the form agreed to prior to the date hereof (the “Irrevocable Transfer Agent Instructions”), to transfer the Commitment Shares in accordance with the terms of this Agreement. All Commitment Shares to be issued to or for the benefit of the Investor pursuant to this Agreement shall be issued as DWAC Shares or book entry, as appropriate. The Company warrants to the Investor that, while the Agreement is effective, no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 6 will be given by the Company to the Transfer Agent with respect to the Commitment Shares, and the Commitment Shares shall otherwise be freely transferable on the books and records of the Company. Notwithstanding anything to the contrary in this Section 6, to the extent the Commitment Shares are issued prior to the effectiveness of the Registration Statement, the certificate or book-entry statement(s) representing the Commitment Shares shall bear the following restrictive legend:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, UNLESS SOLD PURSUANT TO: (1) RULE 144 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (2) AN OPINION OF HOLDER’S COUNSEL, IN A CUSTOMARY FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS.

(b) Purchase Shares. On the date of the Commencement, the Company shall issue to the Transfer Agent, and any subsequent transfer agent, irrevocable instructions in the form agreed to prior to the date hereof (the “Commencement Irrevocable Transfer Agent Instructions”) to issue the Purchase Shares in accordance with the terms of this Agreement and the Registration Rights Agreement. All Purchase Shares to be issued from and after Commencement to or for the benefit of the Investor pursuant to this Agreement shall be issued only as DWAC Shares. The Company represents and warrants to the Investor that, while this Agreement is effective, no instruction other than as contemplated by the Commencement Irrevocable Transfer Agent Instructions and any Notice of Effectiveness of Registration Statement (as defined in the Registration Rights Agreement) will be given by the Company to the Transfer Agent with respect to the Purchase Shares from and after Commencement, and no instruction or other communication to the Transfer Agent with respect to the issuance of the Purchase Shares shall be made without the approval of the Investor. The Company shall provide confirmation of receipt by the Transfer Agent of all instructions pursuant to the Commencement Irrevocable Transfer Agent Instructions with respect to Purchase Shares within one Business Day of delivery of any Purchase Notice. The Purchase Shares covered by the Registration Statement shall otherwise be freely transferable on the books and records of the Company.

CONDITIONS TO THE COMPANY’S RIGHT TO COMMENCE SALES OF ORDINARY SHARES.

The right of the Company hereunder to commence sales of the Purchase Shares as of the Commencement Date is subject to the satisfaction of each of the following conditions:

(a) The Investor shall have executed each of the Transaction Documents and delivered the same to Voyager and the Company;

(b) The Merger shall have been completed;

(c) The Registration Statement covering the resale of all of the Commitment Shares and the Purchase Shares shall have been declared effective under the Securities Act by the SEC and no stop order with respect to the Registration Statement shall be pending or threatened by the SEC; and

(d) The representations and warranties of the Investor shall be true and correct in all material respects as of the date hereof and as of the Commencement Date as though made at that time.

CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE ORDINARY SHARES.

The obligation of the Investor to buy Purchase Shares under this Agreement is subject to the satisfaction of each of the following conditions on or prior to the Commencement Date and, once such conditions have been initially satisfied, there shall not be any ongoing obligation to satisfy such conditions after the Commencement has occurred:

(a) Each of Voyager and the Company shall have executed each of the Transaction Documents and delivered the same to the Investor;

(b) The Merger shall have been completed pursuant to the terms and conditions of the Business Combination Agreement;

(c) The Ordinary Shares shall be listed or quoted on the Principal Market, trading in the Ordinary Shares shall not have been suspended by the SEC or the Principal Market within the last 365 days, and all Securities to be issued by the Company to the Investor pursuant to this Agreement shall have been approved for listing or quotation on the Principal Market in accordance with the applicable rules and regulations of the Principal Market, as then in effect, subject only to official notice of issuance;

(d) The Investor shall have received the opinion letter and negative assurance letter of the Company’s legal counsel, dated as of the Commencement Date, substantially in the form agreed to by the parties hereto;

(e) The representations and warranties of Voyager and the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 4 above, in which case, the portion of such representations and warranties so qualified shall be true and correct without further qualification) as of the date hereof and as of the Commencement Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such date) and each of Voyager and the Company shall have performed, satisfied and complied with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by Voyager and the Company, respectively, at or prior to the Commencement Date. The Investor shall have received a certificate, executed by the CEO, President or CFO of the Company, dated as of the Commencement Date, to the foregoing effect in the form attached hereto as Exhibit A;

(f) The Board of Directors of the Company shall have adopted the Company Signing Resolutions in substantially the form agreed to prior to the date of this Agreement by the Company’s legal counsel and the Investor’s legal counsel, which shall be in full force and effect without any amendment or supplement thereto as of the Commencement Date;

(g) As of the Commencement Date, the Company shall have reserved out of its capital band or out of treasury shares held by it, solely for the purpose of effecting purchases of Purchase Shares hereunder, a sufficient number of Ordinary Shares for issuance upon purchase under this Agreement;

(h) The Irrevocable Transfer Agent Instructions, Commencement Irrevocable Transfer Agent Instructions and the Notice of Effectiveness of Registration Statement each shall have been delivered to and acknowledged in writing by the Company and the Company’s Transfer Agent (or any successor transfer agent);

(i) No Person shall have commenced a proceeding against the Company pursuant to or within the meaning of any Bankruptcy Law;

(j) The Company shall not have, pursuant to or within the meaning of any Bankruptcy Law, (i) commenced a voluntary case, (ii) consented to the entry of an order for relief against it in an involuntary case, (iii) consented to the appointment of a Custodian of it or for all or substantially all of its property, or (iv) made a general assignment for the benefit of its creditors or admitted in writing that it is generally unable to pay its debts as the same become due;

(k) The Company shall have delivered to the Investor (i) a certificate evidencing the incorporation of the Company in its jurisdiction of organization and (ii) a certificate or its equivalent evidencing the good standing of the Company as a foreign corporation in any other jurisdiction where the Company is duly qualified to conduct business, in each case, as of a date within ten (10) Business Days of the Commencement Date;

(l) The Company shall have delivered to the Investor a certified copy, or local law equivalent, of the governing documents of the Company within ten (10) Business Days of this Agreement and a certified copy of the Articles of Association as certified by the applicable regulatory authority within five (5) Business Days of the Closing;

(m) The Company shall have delivered to the Investor a secretary’s certificate executed by the Secretary of the Company, dated as of the Commencement Date, in the form attached hereto as Exhibit B;

(n) The Registration Statement covering the resale of the Commitment Shares and Purchase Shares shall have been declared effective under the Securities Act by the SEC and no stop order with respect to the Registration Statement shall be pending or threatened by the SEC. The Company shall have prepared and filed with the SEC, not later than one (1) Business Day after the effective date of the Registration Statement, a final and complete prospectus (the preliminary form of which shall be included in the Registration Statement) and shall have delivered to the Investor a true and complete copy thereof. Such prospectus shall be current and available for the resale by the Investor of all of the Securities covered thereby. The Current Report shall have been filed with the SEC, as required pursuant to Section 5(a). All reports, schedules, registrations, forms, statements, information and other documents required to have been filed by the Company with the SEC at or prior to the Commencement Date pursuant to the reporting requirements of the Exchange Act shall have been filed with the SEC within the applicable time periods prescribed for such filings under the Exchange Act;

(o) No Suspension Event has occurred, or any event which, after notice and/or lapse of time, would become a Suspension Event has occurred;

(p) All federal, state and local governmental laws, rules and regulations applicable to the transactions contemplated by the Transaction Documents and necessary for the execution, delivery and performance of the Transaction Documents and the consummation of the transactions contemplated thereby in accordance with the terms thereof shall have been complied with, and all consents, authorizations and orders of, and all filings and registrations with, all federal, state and local courts or governmental agencies and all federal, state and local regulatory or self-regulatory agencies necessary for the execution, delivery and performance of the Transaction Documents and the consummation of the transactions contemplated thereby in accordance with the terms thereof shall have been obtained or made, including, without limitation, in each case those required under the Securities Act, the Exchange Act, applicable state securities or “Blue Sky” laws or applicable rules and regulations of the Principal Market, or otherwise required by the SEC, the Principal Market or any state securities regulators;

(q) No statute, regulation, order, decree, writ, ruling or injunction shall have been enacted, entered, promulgated, threatened or endorsed by any federal, state, local or foreign court or governmental authority of competent jurisdiction which prohibits the consummation of or which would materially modify or delay any of the transactions contemplated by the Transaction Documents; and

(r) No material action, suit or proceeding before any federal, state, local or foreign arbitrator or any court or governmental authority of competent jurisdiction shall have been commenced or threatened, and no material inquiry or investigation by any federal, state, local or foreign governmental authority of competent jurisdiction shall have been commenced or threatened, against Voyager or the Company, or any of the officers, directors or affiliates of Voyager or the Company, seeking to restrain, prevent or change the transactions contemplated by the Transaction Documents, or seeking material damages in connection with such transactions.

INDEMNIFICATION.

(a) In consideration of the Investor’s execution and delivery of the Transaction Documents and acquiring the Securities hereunder and in addition to all of Voyager’s other obligations under the Transaction Documents, Voyager shall defend, protect, indemnify and hold harmless the Investor and all of its affiliates, shareholders, officers, directors, members, managers, employees and direct or indirect investors and any of the foregoing Person’s agents or other representatives (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the “Indemnitees”) from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and reasonable expenses in connection therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable and documented out-of-pocket attorneys’ fees and disbursements (the “Indemnified Liabilities”), actually incurred by any Indemnitee as a result of, or arising out of, or relating to (a) any misrepresentation

or breach of any representation or warranty made by Voyager in the Transaction Documents or any other certificate, instrument or document executed by Voyager contemplated hereby or thereby, (b) any breach of any covenant, agreement or obligation of Voyager contained in the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby, or (c) any cause of action, suit or claim brought or made against such Indemnitee and arising out of or resulting from the execution, delivery, performance or enforcement of the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby, other than, in the case of clause (c), with respect to Indemnified Liabilities which result directly and primarily from the fraud, gross negligence, bad faith or willful misconduct of an Indemnitee. The indemnity in this Section 9(a) shall not apply to amounts paid in settlement of any claim if such settlement is effected without the prior written consent of Voyager, which consent shall not be unreasonably withheld, conditioned or delayed. To the extent that the foregoing undertaking by Voyager may be unenforceable for any reason, Voyager shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. Payment under this indemnification shall be made within thirty (30) days from the date the Investor makes written request for it. A certificate containing reasonable detail as to the amount of such indemnification submitted to Voyager by the Investor shall be conclusive evidence, absent manifest error, of the amount due from Voyager to the Investor; provided that the Indemnitee shall undertake to repay any amounts paid to it hereunder if it is ultimately determined, by a final and non-appealable order of a court of competent jurisdiction, that the Indemnitee is not entitled to be indemnified against such Indemnified Liabilities by Voyager pursuant to this Agreement. If any action shall be brought against any Indemnitee in respect of which indemnity may be sought pursuant to this Agreement, such Indemnitee shall promptly notify Voyager in writing, and Voyager shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Indemnitee. Any Indemnitee shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnitee, except to the extent that (i) the employment thereof has been specifically authorized by Voyager in writing, (ii) Voyager has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of Voyager and the position of such Indemnitee, in which case Voyager shall be responsible for the reasonable and documented out-of-pocket fees and expenses of no more than one such separate counsel.

(b) In consideration of the Investor’s execution and delivery of the Transaction Documents and acquiring the Securities hereunder and in addition to all of the Company’s other obligations under the Transaction Documents, the Company shall defend, protect, indemnify and hold harmless the Investor and all of its Indemnitees from and against any and all Indemnified Liabilities, actually incurred by any Indemnitee as a result of, or arising out of, or relating to (a) any misrepresentation or breach of any representation or warranty made by the Company in the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby, (b) any breach of any covenant, agreement or obligation of the Company contained in the Transaction Documents or any other certificate, instrument or document executed by the Company contemplated hereby or thereby, or (c) any cause of action, suit or claim brought or made against such Indemnitee and arising out of or resulting from the execution, delivery, performance or enforcement of the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby, other than, in the case of clause (c), with respect to Indemnified Liabilities which result from the fraud, gross negligence, bad faith or willful misconduct of an Indemnitee. The indemnity in this Section 9(b) shall not apply to amounts paid in settlement of any claim if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, The Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. Payment under this indemnification shall be made within thirty (30) days from the date Investor makes written request for it. A certificate containing reasonable detail as to the amount of such indemnification submitted to the Company by the Investor shall be conclusive evidence, absent manifest error, of the amount due from the Company to the Investor; provided that the Indemnitee shall undertake to repay any amounts paid to it hereunder if it is ultimately determined, by a final and non-appealable order of a court of competent jurisdiction, that the Indemnitee is not entitled to be indemnified against such Indemnified Liabilities by the Company pursuant to this Agreement. If any action shall be brought against any Indemnitee in respect of which indemnity may be sought pursuant to this Agreement, such Indemnitee shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Indemnitee. Any Indemnitee shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnitee, except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on any material issue between the position of the Company and the position of such Indemnitee, in which case the Company shall be responsible for the reasonable and documented out-of-pocket fees and expenses of no more than one such separate counsel. Notwithstanding the foregoing, any indemnification provided by Voyager and the Company shall be netted against each other so as not to result in duplicate recoveries for the same losses.

10.

SUSPENSION EVENTS.

A “Suspension Event” shall be deemed to have occurred at any time subsequent to the Closing as any of the following events occurs and continues, taking into account any applicable grace or cure period:

(a) the effectiveness of a registration statement registering the resale of the Securities lapses for any reason (including, without limitation, the issuance of a stop order or similar order) or such registration statement (or the prospectus forming a part thereof) is unavailable to the Investor for resale of any or all of the Securities to be issued to the Investor under the Transaction Documents, and such lapse or unavailability continues for a period of ten (10) consecutive Business Days or for more than an aggregate of thirty (30) Business Days in any 365-day period, but excluding a lapse or unavailability where (i) the Company terminates a registration statement after the Investor has confirmed in writing that all of the Securities covered thereby have been resold or (ii) the Company supersedes one registration statement with another registration statement, including (without limitation) by terminating a prior registration statement when it is effectively replaced with a new registration statement covering Securities (provided in the case of this clause (ii) that all of the Securities covered by the superseded (or terminated) registration statement that have not theretofore been resold are included in the superseding (or new) registration statement).

(b) the suspension of the Ordinary Shares from trading on the Principal Market for a period of one (1) Business Day (other than in connection with a general suspension of trading on the Principal Market), provided that the Company may not direct the Investor to purchase any Ordinary Shares during any such suspension;

(c) the delisting of the Ordinary Shares from the Principal Market if the Ordinary Shares are not immediately thereafter trading on The Nasdaq Capital Market, The Nasdaq Global Select Market, the New York Stock Exchange, the NYSE American, the NYSE Arca, the OTCQX operated by the OTC Markets Group, Inc., the OTCQB operated by the OTC Markets Group, Inc. or such other nationally recognized trading market (or nationally recognized successor to any of the foregoing);

(d) the failure for any reason by the Transfer Agent to issue (i) the Commitment Shares to the Investor within two (2) Business Days after the date on which the Investor is entitled to receive such Commitment Shares pursuant to Section 5(e) hereof and (ii) Purchase Shares to the Investor within two (2) Business Days after the applicable Purchase Date, Accelerated Purchase Date or Additional Accelerated Purchase Date (as applicable) on which the Investor is entitled to receive such Purchase Shares;

(e) Voyager or the Company breaches any representation, warranty, covenant or other term or condition under any Transaction Document if such breach could have a Voyager Material Adverse Effect or a Company Material Adverse Effect (as applicable) and except, in the case of a breach of a covenant which is reasonably curable, only if such breach continues for a period of at least five (5) Business Days;

(f) if any Person commences a proceeding against the Company pursuant to or within the meaning of any Bankruptcy Law;

(g) if the Company, pursuant to or within the meaning of any Bankruptcy Law, (i) commences a voluntary case, (ii) consents to the entry of an order for relief against it in an involuntary case, (iii) consents to the appointment of a Custodian of it or for all or substantially all of its property, or (iv) makes a general assignment for the benefit of its creditors or is generally unable to pay its debts as the same become due;

(h) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (i) is for relief against the Company in an involuntary case, (ii) appoints a Custodian of the Company or for all or substantially all of its property, or (iii) orders the liquidation of the Company or any Subsidiary;

(i) if at any time the Company is not eligible to transfer its Ordinary Shares electronically as DWAC Shares; or

(j) if at any time the Investor’s broker is unable to accept Purchase Shares for deposit.

In addition to any other rights and remedies under applicable law and this Agreement, so long as a Suspension Event has occurred and is continuing, or if any event which, after notice and/or lapse of time, would become a Suspension Event, has occurred and is continuing, the Company shall not deliver to the Investor any Regular Purchase Notice or Accelerated Purchase Notice.

11.

TERMINATION

This Agreement may be terminated only as follows:

(a) If pursuant to or within the meaning of any Bankruptcy Law, the Company commences a voluntary case or any Person commences a proceeding against the Company, a Custodian is appointed for the Company or for all or substantially all of its property, or the Company makes a general assignment for the benefit of its creditors (any of which must be a Suspension Event as described in Sections 10(f), 10(g) and 10(h) hereof), this Agreement shall automatically terminate without any liability or payment to the Company (except as set forth below) without further action or notice by any Person; provided that, in connection with a Suspension Event described in Section 10(g), this Agreement shall only terminate if any such proceeding shall continue for sixty (60) days without being dismissed, bonded or discharged.

(b) In the event that the Commencement shall not have occurred on or before September 31, 2026, due to the failure to satisfy the conditions set forth in Sections 7 and 8 above with respect to the Commencement, then this Agreement may be terminated by any party at the close of business on October 1, 2026 or thereafter, in each case without liability of such party to the other party (except as set forth below); provided, however, that the right to terminate this Agreement under this Section 11(b) shall not be available to any party if such party is then in breach of any covenant or agreement contained in this Agreement or any representation or warranty of such party contained in this Agreement fails to be true and correct such that the conditions set forth in Section 7(d) or Section 8(e), as applicable, could not then be satisfied; provided, further, however that if the full amount of the Commitment Shares have been paid to Investor, Investor shall not have the right to terminate this Agreement pursuant to this Section 11(b).

(c) At any time after the Commencement Date, the Company shall have the option to terminate this Agreement for any reason or for no reason by delivering notice (a “Company Termination Notice”) to the Investor electing to terminate this Agreement without any liability whatsoever of any party to any other party under this Agreement (except as set forth below). The Company Termination Notice shall not be effective until one (1) Business Day after it has been received by the Investor.

(d) This Agreement shall automatically terminate on the earlier of (i) the date that the Company sells and the Investor purchases (including by payment of the applicable Purchase Price) the full Available Amount as provided herein, without any action or notice on the part of any party and without any liability whatsoever of any party to any other party under this Agreement (except as set forth below), (ii) the date that the Business Combination Agreement is terminated, and (iii) the Maturity Date.

Except as set forth in Sections 11(a) (in respect of a Suspension Event under Sections 10(f), 10(g) and 10(h)), and 11(d), any termination of this Agreement pursuant to this Section 11 shall be effected by written notice from the Company to the Investor, or the Investor to the Company, as the case may be, setting forth the basis for the termination hereof. The representations and warranties and covenants of the Company and the Investor contained in Sections 3, 4, 5 (excluding Sections 5(f) and 5(m)), and 6 hereof, the indemnification provisions set forth in Section 9 hereof and the agreements and covenants set forth in Sections 11 and 12 shall survive the execution and delivery of this Agreement and any termination of this Agreement. If this Agreement is terminated prior to the issuance of any Purchase Shares or prior to the completion of the Merger, Sections 5 and 6 shall not survive such termination. No termination of this Agreement shall (i) affect the Company’s or the Investor’s rights or obligations under (A) this Agreement with respect to then pending Regular Purchases, Accelerated Purchases, and Additional Accelerated Purchases and the Company and the Investor shall complete their respective obligations with respect to any pending Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases under this Agreement and (B) the Registration Rights Agreement, which shall survive any such termination, or (ii) be deemed to release the Company or the Investor from any liability for intentional misrepresentation or willful breach of any of the Transaction Documents.

12.

MISCELLANEOUS.

(a) Governing Law; Jurisdiction; Jury Trial. The corporate laws of Switzerland shall govern all issues concerning the relative rights of the Company and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation of this Agreement and the other Transaction Documents shall be governed by the internal laws of the State of Illinois, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Illinois or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of Illinois. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the State of Illinois, County of Cook, for the adjudication of any dispute hereunder or under the other Transaction Documents or in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

(b) Counterparts. This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party; provided that a signature delivered by e-mail in a “.pdf” format data file shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature were an original signature.

(c) Headings. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement.

(d) Severability. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction.

(e) Entire Agreement. The Transaction Documents supersede all other prior oral or written agreements between the Investor, Voyager, the Company, their affiliates and Persons acting on their behalf with respect to the subject matter thereof, and this Agreement, the other Transaction Documents and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor the Investor makes any representation, warranty, covenant or undertaking with respect to such matters. The Company acknowledges and agrees that is has not relied on, in any manner whatsoever, any representations or statements, written or oral, other than as expressly set forth in the Transaction Documents.

(f) Notices. Any notices, consents or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered: (i) upon receipt when delivered personally; (ii) upon receipt when sent by email (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or (iii) one Business Day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the party to receive the same. The addresses for such communications shall be:

If to Voyager:

Voyager Acquisition Corp.

131 Concord Street

Brooklyn, NY 11201

	Telephone:	(347) 720-2907
	Attention:	Adeel Rouf, Chief Executive Officer
	Email:	[email protected]

With a copy to (which shall not constitute notice or service of process):

Winston and Strawn LLP

800 Capitol St., STE 2400

Houston, Texas 77002

	Attention:	Michael Blankenship
	Email:	[email protected]

If to the Company:

Veraxa Biotech Holding AG
Talacker 35

8001 Zurich, Switzerland

	Telephone:	+41 44 385 84 50
	Attention:	Cristoph Antz, Chief Executive Officer
	Email:	[email protected]

With a copy to:

Duane Morris LLP

901 New York Avenue NW,

Suite 700 East

Washington, DC 20001

	Attention:	Andy M. Tucker
	Telephone:	(202) 776-5248
	Email:	[email protected]

If to the Investor:

Lincoln Park Capital Fund, LLC

415 N. LaSalle Drive, Suite 700B

Chicago, IL 60654

	Telephone:	312.822.9300
	Attention:	Josh Scheinfeld/Jonathan Cope
	E-mail:	[email protected]/[email protected]

With a copy to (which shall not constitute notice or service of process):

K&L Gates, LLP

200 S. Biscayne Blvd., Ste. 3900

Miami, Florida 33131

	Telephone:	305.539.3306
	Attention:	Clayton E. Parker, Esq.
	E-mail:	[email protected]

If to the Transfer Agent:

Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, NY 10004

	Attention:	Steven Vacante
	E-mail:	[email protected]

or at such other address and/or to the attention of such other Person as the recipient party has specified by written notice given to each other party three (3) Business Days prior to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient of such notice, consent or other communication, (B) mechanically or electronically generated by the sender’s email account containing the time, date, and recipient email address, as applicable, and an image of the first page of such transmission or (C) provided by a nationally recognized overnight delivery service, shall be rebuttable evidence of personal service, receipt by email or receipt from a nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively.

(g) Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns. Neither Voyager nor the Company shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the Investor, including by merger or consolidation. The Investor may not assign its rights or obligations under this Agreement.

(i) Publicity. Each of Voyager and the Company shall afford the Investor and its counsel with the opportunity to review and comment upon, shall consult with the Investor and its counsel on the form and substance of, and shall give due consideration to all such comments from the Investor or its counsel on, any press release, SEC filing, or any other public disclosure by or on behalf of Voyager or the Company relating to the Investor, its purchases hereunder or any aspect of the Transaction Documents or the transactions contemplated thereby, not less than twenty-four (24) hours prior to the issuance, filing or public disclosure thereof. The Investor must be provided with a final version of any such press release, SEC filing, or other public disclosure at least twenty-four (24) hours prior to any release, filing, or public use by the Company thereof; provided however, that the Company’s obligations pursuant to this Section 12(i) shall not apply if the form and substance of such press release, SEC filing, or other public disclosure relating to the Investor, its purchases hereunder or any aspect of the Transaction Documents or the transactions contemplated thereby previously have been publicly disclosed by the Company in compliance with this Section 12(i). Voyager agrees and acknowledges that its failure to fully comply with this provision constitutes a Voyager Material Adverse Effect, and the Company agrees and acknowledges that its failure to fully comply with this provision constitutes a Company Material Adverse Effect.

(j) Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to consummate and make effective, as soon as reasonably possible, the Commencement, and to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

(k) No Financial Advisor, Placement Agent, Broker or Finder. Each of Voyager and Voyager represents and warrants to the Investor that it has not engaged any financial advisor, placement agent, broker or finder in connection with the transactions contemplated hereby. The Investor represents and warrants to Voyager and the Company that it has not engaged any financial advisor, placement agent, broker or finder in connection with the transactions contemplated hereby. Each of Voyager and the Company shall be responsible for the payment of any fees or commissions, if any, of any financial advisor, placement agent, broker or finder engaged by it relating to or arising out of the transactions contemplated hereby. Each of Voyager and the Company shall pay, and hold the Investor harmless against, any liability, loss or expense (including, without limitation, reasonable attorneys’ fees and out of pocket expenses) arising in connection with any such claim.

(l) No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.

(m) Remedies, Other Obligations, Breaches and Injunctive Relief. The Investor’s remedies provided in this Agreement, including, without limitation, the Investor’s remedies provided in Section 9, shall be cumulative and in addition to all other remedies available to the Investor under this Agreement, at law or in equity (including a decree of specific performance and/or other injunctive relief), no remedy of the Investor contained herein shall be deemed a waiver of compliance with the provisions giving rise to such remedy and nothing herein shall limit the Investor’s right to pursue actual damages for any failure by the Company to comply with the terms of this Agreement. Each of Voyager and the Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Investor and that the remedy at law for any such breach may be inadequate. Each of Voyager and the Company therefore agrees that, in the event of any such breach or threatened breach, the Investor shall be entitled, in addition to all other available remedies, to an injunction restraining any breach, without the necessity of showing economic loss and without any bond or other security being required.

(n) Enforcement Costs. If: (i) this Agreement is placed by the Investor in the hands of an attorney for enforcement or is enforced by the Investor through any legal proceeding; (ii) an attorney is retained to represent the Investor in any bankruptcy, reorganization, receivership or other proceedings affecting creditors’ rights and involving a claim under this Agreement; or (iii) subject to Section 9, an attorney is retained to represent the Investor in any other proceedings whatsoever in connection with this Agreement, then the Company shall pay to the Investor, as incurred by the Investor, all reasonable costs and expenses including attorneys’ fees incurred in connection therewith, in addition to all other amounts due hereunder.

(o) Amendment and Waiver; Failure or Indulgence Not Waiver. No provision of this Agreement may be amended or waived by the parties from and after the date that is one (1) Business Day immediately preceding the filing of the Registration Statement with the SEC. Subject to the immediately preceding sentence, (i) no provision of this Agreement may be amended other than by a written instrument signed by both parties hereto and (ii) no provision of this Agreement may be waived other than in a written instrument signed by the party against whom enforcement of such waiver is sought. No failure or delay in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege.

(p) Adjustments for Share Splits. The parties acknowledge and agree that all share-related numbers contained in this Agreement shall be adjusted to take into account any reorganization, recapitalization, non-cash dividend, share split, reverse share split or other similar transaction effected with respect to the Ordinary Shares except as specifically stated herein.

** Signature Page Follows **

IN WITNESS WHEREOF, the Investor, Voyager and the Company have caused this Purchase Agreement to be duly executed as of the date first written above.

	VOYAGER:

	VOYAGER ACQUISITION CORP.

	By:	/s/ Adeel Rouf
	Name:	Adeel Rouf
	Title:	Chief Executive Officer

	THE COMPANY:

	VERAXA BIOTECH HOLDING AG

	By:	/s/ Adeel Rouf
	Name:	Adeel Rouf
	Title:	Authorized Signatory

	INVESTOR:

	LINCOLN PARK CAPITAL FUND, LLC
	BY: LINCOLN PARK CAPITAL, LLC
	BY: ROCKLEDGE CAPITAL CORPORATION

	By:	/s/ Josh Scheinfeld
	Name:	Josh Scheinfeld
	Title:	President

EXHIBITS

Exhibit A		Form of Officer’s Certificate
Exhibit B		Form of Secretary’s Certificate

EXHIBIT A

FORM OF OFFICER’S CERTIFICATE

This Officer’s Certificate (“Certificate”) is being delivered pursuant to Section 8(e) of that certain Purchase Agreement dated as of May 27, 2026, (“Purchase Agreement”), by and among VOYAGER ACQUISITION CORP., a Cayman Islands exempted company, VERAXA BIOTECH HOLDING AG, a public limited company organized under the Laws of Switzerland (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC (the “Investor”). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement.

The undersigned, ___________, ______________ of the Company, hereby certifies, on behalf of the Company and not in his individual capacity, as follows:

1. I am the _____________ of the Company and make the statements contained in this Certificate;

2. The representations and warranties of the Company in the Purchase Agreement are true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 4 of the Purchase Agreement, in which case, such representations and warranties are true and correct without further qualification) as of the date when made and as of the Commencement Date as though made at that time (except for representations and warranties that speak as of a specific date, in which case such representations and warranties are true and correct as of such date);

3. The Company has performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Commencement Date.

4. The Company has not taken any steps, and does not currently expect to take any steps, to seek protection pursuant to any Bankruptcy Law nor does the Company or any of its Subsidiaries have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy or insolvency proceedings.

IN WITNESS WHEREOF, I have hereunder signed my name on this ___ day of ___________.


	Name:
	Title:

The undersigned as Secretary of the Company, hereby certifies that ____________ is the duly elected, appointed, qualified and acting ____________ of the Company and that the signature appearing above is his/her genuine signature.


	Secretary

A-1

EXHIBIT B

FORM OF SECRETARY’S CERTIFICATE

This Secretary’s Certificate (“Certificate”) is being delivered pursuant to Section 8(m) of that certain Purchase Agreement dated as of May 27, 2026 (“Purchase Agreement”), by and among VOYAGER ACQUISITION CORP., a Cayman Islands exempted company, VERAXA BIOTECH HOLDING AG, a public limited company organized under the Laws of Switzerland (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC (the “Investor”), pursuant to which the Company may sell to the Investor up to Fifty Million Dollars ($50,000,000) of Ordinary Shares. Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement.

The undersigned, ____________, Secretary of the Company, hereby certifies, on behalf of the Company and not in his individual capacity, as follows:

1. I am the Secretary of the Company and make the statements contained in this Secretary’s Certificate.

2. Attached hereto as Exhibit A are true, correct and complete copies of the Company’s Memorandum and Articles of Association (“Articles of Association”), as amended through the date hereof, and no action has been taken by the Company, its directors, officers or shareholders, in contemplation of the filing of any further amendment relating to or affecting the Articles of Association.

3. Attached hereto as Exhibit B are true, correct and complete copies of the resolutions duly adopted by the Board of Directors of the Company on _____________, at which a quorum was present and acting throughout. Such resolutions have not been amended, modified or rescinded and remain in full force and effect and such resolutions are the only resolutions adopted by the Company’s Board of Directors, or any committee thereof, or the shareholders of the Company relating to or affecting (i) the entering into and performance of the Purchase Agreement, or the issuance, offering and sale of the Purchase Shares and the Commitment Shares and (ii) and the performance of the Company of its obligation under the Transaction Documents as contemplated therein.

4. As of the date hereof, the authorized, issued and reserved capital shares of the Company is as set forth on Exhibit C hereto.

IN WITNESS WHEREOF, I have hereunder signed my name on this ___ day of ____________.


	Secretary

The undersigned as ___________ of the Company, hereby certifies that ____________ is the duly elected, appointed, qualified and acting Secretary of the Company, and that the signature appearing above is his genuine signature.

B-1

Cayman Islands		001-42211		00-0000000N/A
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share and one half of one redeemable warrant	VACHU	The Nasdaq Stock Market LLC
Class A Ordinary Shares, $0.0001 par value per share	VACH	The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share beginning 30 days after the completion of our initial business combination and expiring five years after the completion of our initial business combination or earlier upon redemption or our liquidation	VACHW	The Nasdaq Stock Market LLC

Exhibit No.		Description
4.1		Form of Warrant.
4.2		Form of Senior Secured Note due 2027.
10.1**		Securities Purchase Agreement, dated May 27, 2026, by and among Veraxa Biotech Holding AG, Veraxa Biotech AG, Voyager Acquisition Corp. and the investors listed therein.
10.2*		Form of Security Agreement, by and among Veraxa Biotech Holding AG and the Collateral Agent.
10.3*		Form of Control Agreement.
10.4**		Purchase Agreement, dated May 27, 2026, by and among Voyager Acquisition Corp., Veraxa Biotech Holding AG and Lincoln Park Capital Fund, LLC.
10.5		Registration Rights Agreement, dated May 27, 2026, by and among Voyager Acquisition Corp., Veraxa Biotech Holding AG and Lincoln Park Capital Fund, LLC.
99.1		Press Release, dated May 28, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

☐	in lawful money of the United States by payment of the exercise price of $________ to the following bank account (the “Bank”): Bank: [Swiss bank] Account holder: [●] IBAN: [●] SWIFT: [●]; or

☐	the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the nominal value exercise procedure set forth in subsection 2(c), together with payment to the Bank of the applicable nominal value of the Warrant Shares to be issued to the Holder in accordance with subsection 2(c).

☐	a deduction and set-off from the outstanding principal amount under the Senior Secured Note due 2027 issued by the Company to the Holder on the Issuance Date in accordance with the attached Principal Reduction Notice

*	Certain personally identifiable information has been redacted from this exhibit pursuant to Item 601(a)(6) of Regulation S-K. The registrant agrees to furnish an unredacted copy of this exhibit to the Securities and Exchange Commission upon request.
**	Annexes, schedules and/or exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby agrees to furnish supplementally a copy of any omitted attachment to the SEC on a confidential basis upon request.

Name:
(Please Print)

Address:
(Please Print)

Phone Number:

Email Address:

Dated:

Holder’s Signature:

Holder’s Address:

Acknowledged and agreed

Name:

	(Please Print)

Dated: ________ ___, _____

Assignee’s Signature:

	Telephone:	312.822.9300
	Facsimile:	312.822.9301
	Attention:	Josh Scheinfeld/Jonathan Cope
	E-mail:	[email protected]/[email protected]

VERAXA Biotech AG – Corporate	For Media and Investors – U.S.

Christoph Antz, Ph.D. Chief Executive Officer, Co-Founder [email protected]	Brandon Weiner ICR Healthcare [email protected]

For Media and Investors – EU Mario Brkulj Valency Communications [email protected]