Contract analysis

Section 1.1 — Definitions As used in this Agreement, the following terms shall have the meanings set forth below: "ADSs" means the American Depositary Shares issued pursuant to the Deposit Agreement, each representing one (1) Ordinary Share, nominal value €0.01 per share, of the Company, as such ADSs may be adjusted from time to time to reflect any stock split, reverse stock split, stock dividend, recapitalization, r

Section 1.2 — Interpretation Unless the context otherwise requires, references in this Agreement to: (a) any Article, Section, or Schedule shall be to the applicable Article, Section, or Schedule of this Agreement; (b) any statute or statutory provision shall include any amendment, modification, re-enactment, or replacement thereof and any rules, regulations, and orders promulgated thereunder, in each case as in effe

ARTICLE II — REGISTRATION RIGHTS

Section 2.1 — Demand Registration Rights (a) Demand Rights. Subject to the terms and conditions of this Agreement, each Holder shall have the right, at any time and from time to time after the expiration of the Lock-Up Period, to make a written request (a "Demand Registration Request") to the Company that the Company effect the registration under the Securities Act of all or a portion of such Holder's Registrable Sec

Section 2.2 — Piggyback Registration Rights (a) Trigger. If, at any time after the expiration of the Lock-Up Period, the Company proposes to file a Registration Statement under the Securities Act for a public offering of any of its securities, whether for its own account or for the account of any other security holder of the Company (other than (i) a registration on Form S-8 or any successor form thereto relating to

Section 2.3 — Priority / Underwriter Cutback (a) Demand Registrations. If the managing underwriter or underwriters of any underwritten offering conducted pursuant to a Demand Registration advise the Company and the participating Holders in writing that, in their reasonable opinion, the total number of Registrable Securities and other securities proposed to be included in such offering exceeds the number of securities

Section 2.4 — Withdrawal from Piggyback Registration A Holder that has elected to include Registrable Securities in any Piggyback Registration pursuant to Section 2.2 may withdraw all or a portion of such Registrable Securities from such registration at any time prior to the effectiveness of the applicable Registration Statement by delivering written notice to the Company. No such withdrawal shall have any adverse co

ARTICLE III — REGISTRATION PROCEDURES

Section 3.1 — Company Obligations In connection with any Demand Registration or Piggyback Registration effected pursuant to this Agreement, the Company shall: (a) prepare and file with the SEC a Registration Statement on the appropriate form under the Securities Act covering all Registrable Securities requested to be included therein, and use commercially reasonable efforts to cause such Registration Statement to bec

Section 3.2 — Holder Obligations In connection with any Demand Registration or Piggyback Registration effected pursuant to this Agreement: (a) each participating Holder shall furnish to the Company in writing such information regarding such Holder, the Registrable Securities held by such Holder, and the proposed method or methods of distribution thereof as the Company or the managing underwriter(s) may reasonably req

Section 3.3 — Holdback Agreement (a) Each Holder hereby agrees that, in connection with any underwritten public offering of the Company's securities (whether or not such Holder is participating in such offering), upon the written request of the managing underwriter or underwriters for such offering, such Holder shall not, without the prior written consent of such managing underwriter(s), directly or indirectly sell,

Section 4.1 — Registration Expenses All expenses incurred in connection with any Demand Registration or Piggyback Registration effected pursuant to this Agreement (collectively, "Registration Expenses") shall be borne by the Company, whether or not any Registration Statement filed in connection therewith becomes effective. Registration Expenses shall include, without limitation, the following: (a) all SEC registratio

Section 4.2 — Selling Expenses All underwriting discounts, selling commissions, and stock transfer taxes applicable to the sale of Registrable Securities, and, except as set forth in Section 4.1(i), all fees and disbursements of counsel to any Holder (collectively, "Selling Expenses"), shall be borne by the Holder or Holders selling such Registrable Securities, pro rata based on the number of Registrable Securities s

ARTICLE V — INDEMNIFICATION AND CONTRIBUTION

Section 5.1 — Indemnification by the Company The Company shall indemnify and hold harmless each Holder, each of such Holder's partners, members, managers, directors, officers, employees, agents, and representatives, and each Person who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) such Holder (each, a "Holder Indemnified Party"), from and against any and all Losse

Section 5.2 — Indemnification by Holders In connection with any Demand Registration or Piggyback Registration in which a Holder participates, such Holder shall, severally and not jointly, indemnify and hold harmless the Company, each of its directors, each of its officers who has signed the applicable Registration Statement, and each Person who controls (within the meaning of Section 15 of the Securities Act or Secti

Section 5.3 — Conduct of Indemnification Proceedings (a) Notice. Any Person entitled to indemnification under Section 5.1 or Section 5.2 (an "Indemnified Party") shall give prompt written notice to the indemnifying party (the "Indemnifying Party") of the commencement of any action, suit, proceeding, investigation, or claim with respect to which indemnification is sought hereunder (a "Claim"); provided, however, that

Section 5.4 — Contribution (a) If the indemnification provided for in Section 5.1 or Section 5.2 is held by a court of competent jurisdiction to be unavailable to, or insufficient to hold harmless, an Indemnified Party in respect of any Losses referred to therein, then each applicable Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified

Section 6.1 — Rule 144 Reporting For so long as any Holder holds Registrable Securities, the Company shall use commercially reasonable efforts to: (a) file on a timely basis all reports required to be filed by the Company under the Securities Act or the Exchange Act (including, without limitation, all annual reports on Form 20-F and all reports on Form 6-K), and furnish such reports to the Holders promptly upon reque

Section 6.2 — Lock-Up Period (a) Each Holder acknowledges and agrees that such Holder has executed a Lock-Up Agreement, dated as of March 2, 2023, in favor of Keystone Mercer & Co., LLC, as Representative of the underwriters under the Underwriting Agreement, restricting the sale, offer, pledge, or other transfer of Ordinary Shares and ADSs for a period of one hundred eighty (180) days from March 2, 2023, expiring Aug

Section 6.3 — ADS Mechanics The Company shall cooperate with the Depositary, Meridian Trust Company, N.A., and take all actions reasonably necessary to permit the Holders to deposit Ordinary Shares with the Depositary and receive ADSs in connection with any sale of Registrable Securities, at the ratio of one (1) ADS for each one (1) Ordinary Share so deposited. Without limiting the generality of the foregoing, the Co

Section 7.1 — Term This Agreement shall become effective upon execution and delivery by all Parties hereto on March 2, 2023, and shall continue in full force and effect until the earliest of: (a) the date on which no Holder (including any permitted transferee) holds any Registrable Securities; (b) the fifth (5th) anniversary of the date of this Agreement (i.e., March 2, 2028); or (c) the date on which all Parties her

Section 7.2 — Permitted Transferees; Assignment (a) A Holder may assign its rights and obligations under this Agreement, in whole or in part, in connection with a transfer of Registrable Securities to a permitted transferee (a "Permitted Transferee"), which shall include any Affiliate of such Holder, any partner (general or limited), member, or shareholder of such Holder, and any fund or entity managed by the same ma

Section 7.3 — Amendments and Waivers (a) This Agreement may be amended, modified, or supplemented, and any provision hereof may be waived, only by a written instrument executed by the Company and Holders holding at least a majority of the Registrable Securities then outstanding. Any such amendment, modification, supplement, or waiver shall be binding upon all Parties hereto and all Holders (including Permitted Transf

Section 7.4 — Notices (a) All notices, requests, demands, consents, waivers, and other communications requi