INTERCEPT PHARMACEUTICALS, INC. Form SC TO-T Filed 2023-10-11

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934

INTERCEPT PHARMACEUTICALS, INC.

(Name of Subject Company (Issuer))

INTERSTELLAR ACQUISITION INC.

a wholly owned subsidiary of

ALFASIGMA S.P.A.

(Names of Filing Persons (Offerors))

Common Stock, par value $0.001 per share
(Title of Class of Securities)

45845P108
(CUSIP Number of Class of Securities)

Michele A. Cera
Corporate General Counsel
Alfasigma S.p.A.
Via Ragazzi del ‘99, 5
40133 Bologna, Italy
+39 051 648 9521
(Name, address and telephone number of person authorized to receive notices and
communications on behalf of the filing person)

Copies to:
Matthew G. Hurd
Oderisio de Vito Piscicelli
Sullivan & Cromwell LLP
125 Broad Street
New York, NY 10004

☐

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

☒

third-party tender offer subject to Rule 14d-1.

☐

issuer tender offer subject to Rule 13e-4.

☐

going-private transaction subject to Rule 13e-3.

☐

amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐ If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

☐

Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

☐

Rule 14d-1(d) (Cross-Border Third Party Tender Offer)

This Tender Offer Statement on Schedule TO (the “Schedule TO”) relates to the offer by Interstellar Acquisition Inc. (the “Purchaser”), a Delaware corporation and a wholly owned subsidiary of Alfasigma S.p.A., an Italian società per azioni (joint stock company) (“Alfasigma”), for all of the outstanding shares of common stock, par value $0.001 per share (the “Shares”), of Intercept Pharmaceuticals, Inc., a Delaware corporation (“Intercept”), at a price of $19.00 per Share, net to the seller in cash, without interest and subject to any applicable withholding taxes, upon the terms and subject to the conditions described in the offer to purchase, dated October 11, 2023 (the “Offer to Purchase”), and in the related letter of transmittal (the “Letter of Transmittal”), copies of which are attached hereto as Exhibits (a)(1)(i) and (a)(1)(ii), respectively, which Offer to Purchase and Letter of Transmittal collectively constitute the “Offer.”

The information contained in the Offer to Purchase, including all schedules and annexes to the Offer to Purchase, is hereby expressly incorporated by reference in responses to Items 1 through 11 of this Schedule TO and is supplemented by the information specifically provided for in this Schedule TO.

Item 1. Summary Term Sheet.

Regulation M-A Item 1001

The information set forth in the section of the Offer to Purchase entitled “Summary Term Sheet” is incorporated herein by reference.

Item 2. Subject Company Information.

Regulation M-A Item 1002(a) through (c)

(a)

The name of the subject company and the issuer of the securities to which this Schedule TO relates is Intercept Pharmaceuticals, Inc., a Delaware corporation. Intercept Pharmaceuticals’ executive offices are located at 305 Madison Avenue, Morristown, New Jersey, NJ 07960. Intercept Pharmaceuticals’ telephone number at such address is (646) 747-1000.

(b)

The information set forth in the Introduction to the Offer to Purchase is incorporated herein by reference.

(c)

The information set forth in Section 6 — “Price Range of Shares; Dividends” of the Offer to Purchase is incorporated herein by reference.

Item 3. Identity and Background of Filing Person.

Regulation M-A Item 1003(a) through (c)

(a) – (c) This Schedule TO is filed by Alfasigma and the Purchaser. The information set forth in Section 8 — “Certain Information Concerning Alfasigma, TURYTES and the Purchaser” in the Offer to Purchase and in Annex A to the Offer to Purchase is incorporated herein by reference.

Item 4. Terms of the Transaction.

Regulation M-A Item 1004(a)

For purposes of subsection (a)(1)(i)-(viii), (x) and (xii), the information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:

Introduction

Section 1 — “Terms of the Offer”

Section 2 — “Acceptance for Payment and Payment for Shares”

Section 3 — “Procedures for Accepting the Offer and Tendering Shares”

Section 4 — “Withdrawal Rights”

Section 5 — “U.S. Federal Income Tax Considerations of the Offer and Merger”

Section 11 — “The Merger Agreement; Other Agreements”

Section 13 — “Certain Effects of the Offer”

Section 15 — “Conditions to the Offer”

Section 16 — “Adjustments to Prevent Dilution”

Subsections (a)(1)(ix) and (xi) are not applicable.

For purposes of subsections (a)(2)(i)-(v) and (vii), the information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:

Introduction

Section 1 — “Terms of the Offer”

Section 5 — “U.S. Federal Income Tax Considerations of the Offer and Merger”

Section 10 — “Background of the Offer, Past Contacts, Transactions, Negotiations and Agreements Intercept”

Section 11 — “The Merger Agreement; Other Agreements”

Section 12 — “Purpose of the Offer; Plans for Intercept”

Section 13 — “Certain Effects of the Offer”

Section 16 — “Adjustments to Prevent Dilution”

Subsection (a)(2)(vi) is not applicable.

Item 5. Past Contacts, Transactions, Negotiations and Agreements.

Regulation M-A Item 1005(a) and (b)

The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:

Introduction

Section 8 — “Certain Information Concerning Alfasigma, TURYTES and the Purchaser”

Section 10 — “Background of the Offer, Past Contacts, Transactions, Negotiations and Agreements with Alfasigma”

Section 11 — “The Merger Agreement; Other Agreements”

Section 12 — “Purpose of the Offer; Plans for Alfasigma”

Item 6. Purposes of the Transaction and Plans or Proposals.

Regulation M-A Item 1006(a) and (c)(1) through (7)

For purposes of subsections (a), (c)(1) though (7), the information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:

Introduction

Summary Term Sheet

Section 6 — “Price Range of Shares; Dividends”

Section 11 — “The Merger Agreement; Other Agreements”

Section 12 — “Purpose of the Offer; Plans for Intercept”

Section 13 — “Certain Effects of the Offer”

Section 14 — “Dividends and Distributions”

Item 7. Source and Amount of Funds or Other Consideration.

Regulation M-A Item 1007(a), (b) and (d)

The information set forth in Section 9 — “Source and Amount of Funds” of the Offer to Purchase is incorporated herein by reference.

Item 8. Interests in Securities of the Subject Company.

Regulation M-A Item 1008

The information set forth in Section 8 — “Certain Information Concerning Alfasigma, TURYTES and the Purchaser” of the Offer to Purchase is incorporated herein by reference.

Item 9. Persons/Assets Retained, Employed, Compensated or Used.

Regulation M-A Item 1009(a)

The information set forth in Section 18 — “Fees and Expenses” of the Offer to Purchase is incorporated herein by reference.

Item 10. Financial Statements.

Regulation M-A Item 1010(a) and (b)

Not applicable.

Item 11. Additional Information.

Regulation M-A Item 1011(a) and (c)

For purposes of subsection (a), the information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:

Section 1 — “Terms of the Offer”

Section 8 — “Certain Information Concerning Alfasigma, TURYTES and the Purchaser”

Section 10 — “Background of the Offer, Past Contacts, Transactions, Negotiations and Agreements with Intercept”

Section 11 — “The Merger Agreement; Other Agreements”

Section 12 — “Purpose of the Offer; Plans for Intercept”

Section 13 — “Certain Effects of the Offer”

Section 15 — “Condition to the Offer”

Section 17 — “Certain Legal Matters; Regulatory Approvals”

Section 19 — “Miscellaneous”

For purposes of subsection (c) the information set forth in the Offer to Purchase and Letter of Transmittal is incorporated herein by reference.

Item 12. Exhibits.

The Exhibit Index attached to this Schedule TO is incorporated herein by reference.

Item 13. Information Required by Schedule 13E-3.

Not applicable.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: October 11, 2023

ALFASIGMA S.P.A.

By:

/s/ Francesco Balestrieri

Name: Francesco Balestrieri
Title: Chief Executive Officer

INTERSTELLAR ACQUISITION INC.

By:

/s/ Francesco Balestrieri

Name: Francesco Balestrieri
Title: President

Exhibit Index

Exhibit Number			Exhibit Description
(a)(1)(i)			Offer to Purchase dated October 11, 2023.
(a)(1)(ii)			Form of Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on IRS Form W-9).
(a)(1)(iii)			Form of Notice of Guaranteed Delivery.
(a)(1)(iv)			Form of Letter to Brokers, Dealers, Commercial banks, Trust Companies and Other Nominees.
(a)(1)(v)			Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(vi)			Summary Advertisement as published in The New York Times on October 11, 2023.
(a)(5)(i)			Joint Press Release, dated September 26, 2023 (incorporated by reference to Exhibit 99.1 to the Schedule TO-C filed by Alfasigma S.p.A. with the SEC on September 26, 2023).
(a)(5)(ii)			Communication to Intercept Employees, dated October 9, 2023 (incorporated by reference to Exhibit 99.1 to the Schedule TO-C filed by Alfasigma S.p.A. with the SEC on October 10, 2023).
(a)(5)(iii)			Press Release issued by Alfasigma S.p.A. on October 11, 2023.
(b)(1)			Medium to Long-Term Loan Agreement, dated February 28, 2022, by and among Alfasigma S.p.A. and Banca Nazionale del Lavoro S.p.A. (English translation)
(b)(2)			Financing Agreement, dated July 28, 2023, by and among Alfasigma S.p.A. and BPER Banca S.p.A. (English translation)
(b)(3)			Loan Agreement, dated November 16, 2022, by and among Alfasigma S.p.A. and Unicredit S.p.A. (English translation)
(b)(4)			Loan Agreement, dated January 28, 2022, by and among Alfasigma S.p.A. and Intesa Sanpaolo S.p.A. (English translation)
(b)(5)			Loan Agreement, dated December 20, 2022, by and among Alfasigma S.p.A. and Banco BPM S.p.A. (English translation)
(b)(6)			Financing Agreement, dated September 15, 2023, by and among Alfasigma S.p.A. and Banco BPM S.p.A. (English translation)
(d)(1)			Agreement and Plan of Merger, dated September 26, 2023, among Intercept Pharmaceuticals, Inc., Alfasigma S.p.A. and Interstellar Acquisition Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Intercept Pharmaceuticals, Inc. with the SEC on September 26, 2023).
(d)(2)			Confidentiality Agreement, dated July 10, 2023, by and between Alfasigma S.p.A. and Intercept Pharmaceuticals, Inc.
(g)			Not applicable.
(h)			Not applicable.
107			Filing Fee Table

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Exhibit (a)(1)(i)

Offer to Purchase for Cash
All Outstanding Shares of Common Stock
of

INTERCEPT PHARMACEUTICALS, INC.
at
$19.00 Net Per Share
by

INTERSTELLAR ACQUISITION INC.
a wholly owned subsidiary of

ALFASIGMA S.P.A.

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT ONE MINUTE AFTER 11:59 P.M. EASTERN TIME ON NOVEMBER 7, 2023, UNLESS THE OFFER IS EXTENDED
OR EARLIER TERMINATED.

The Offer (as defined below) is being made pursuant to the Agreement and Plan of Merger, dated as of September 26, 2023 by and among Alfasigma S.p.A., an Italian società per azioni (joint stock company) (“Alfasigma”), Interstellar Acquisition Inc., a Delaware corporation and a wholly owned subsidiary of Alfasigma (the “Purchaser”), and Intercept Pharmaceuticals, Inc., a Delaware corporation (“Intercept”) (as it may be amended, modified or supplemented from time to time in accordance with its terms, the “Merger Agreement”).

The Purchaser is offering to purchase all of the outstanding shares of common stock, par value $0.001 per share, of Intercept (the “Shares”), other than Shares held by Alfasigma, the Purchaser or any of their direct or indirect wholly owned subsidiaries (including, for the avoidance of doubt, any Shares acquired by the Purchaser in the Offer) or by Intercept (the “Excluded Shares”), for $19.00 per share, net to the seller in cash, without interest (the “Offer Price”), subject to any applicable withholding taxes (the “Offer”).

The obligation of the Purchaser to accept for payment and pay for Shares validly tendered (and not validly withdrawn) pursuant to the Offer is subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, including (i) there shall have been validly tendered (and not validly withdrawn) Shares that, considered together with all other Shares (if any) beneficially owned by Alfasigma and its affiliates, represent one (1) more Share than 50% of the total number of Shares outstanding at the time of the expiration of the Offer (excluding Shares tendered in the Offer pursuant to guaranteed delivery procedures that have not yet been received in settlement or satisfaction of such guarantee) (the “Minimum Condition”); (ii) the Merger Agreement shall not have been validly terminated in accordance with its terms (the “Termination Condition”); (iii) the expiration or termination of any waiting period applicable to the Offer under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”); (iv) the receipt of correspondence from the FDA acknowledging that Intercept’s proposed revised milestone for certain postmarketing requirements will be December 2023, which correspondence has been received; and (v) those certain other conditions set forth in the Merger Agreement (collectively, the “Offer Conditions”).

As soon as practicable (and in any event within one (1) business day) following the acceptance for payment of the Shares tendered and not properly withdrawn pursuant to the Offer representing at least such number of Shares as shall satisfy the Minimum Condition in accordance with the terms of the Offer and the Merger Agreement (such time of acceptance, the “Acceptance Time”), and subject to the satisfaction or waiver of certain conditions set forth in the Merger Agreement, the Purchaser will merge with and into Intercept (the “Merger”), with Intercept continuing as the surviving corporation and as a wholly owned subsidiary of Alfasigma (the “Surviving Corporation”), pursuant to the provisions of Section 251(h) of the Delaware General Corporation Law, as amended (the “DGCL”), with no stockholder approval required to consummate the Merger. The closing of the Merger will occur as soon as practicable and, in any event, no

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later than the first business day after the conditions set forth in the Merger Agreement are satisfied or waived, unless another date is agreed to by the parties.

Each Share issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”), other than (i) the “Excluded Shares” or (ii) any Shares in respect of which appraisal rights were perfected in accordance with Section 262 of the DGCL (the “Dissenting Shares”), will be automatically converted into the right to receive an amount in cash equal to the Offer Price, subject to any applicable withholding taxes. See Section 17 — “Certain Legal Matters; Regulatory Approvals — Appraisal Rights.”

Under no circumstances will interest be paid either with respect to the purchase of Shares pursuant to the Offer or upon conversion of Shares into the right to receive an amount of cash equal to the Offer Price in the Merger (which, in either case, may be reduced by any applicable withholding taxes), regardless of any extension of the Offer or any delay in making payment for Shares or consummating the Offer or the Merger.

THE BOARD OF DIRECTORS OF INTERCEPT RECOMMENDS THAT YOU TENDER
ALL OF YOUR SHARES INTO THE OFFER.

THE BOARD OF DIRECTORS OF INTERCEPT HAS (1) DETERMINED THAT THE MERGER AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING THE OFFER AND THE MERGER, ARE FAIR TO, AND IN THE BEST INTERESTS OF, INTERCEPT AND ITS STOCKHOLDERS; (2) DECLARED IT ADVISABLE TO ENTER INTO THE MERGER AGREEMENT; (3) APPROVED THE EXECUTION, DELIVERY AND PERFORMANCE BY INTERCEPT OF THE MERGER AGREEMENT AND THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING THE OFFER AND THE MERGER; (4) AGREED THAT THE MERGER SHALL BE EFFECTED UNDER SECTION 251(H) OF THE DGCL; AND (5) AGREED TO RECOMMEND THAT INTERCEPT’S STOCKHOLDERS ACCEPT THE OFFER AND TENDER THEIR SHARES PURSUANT TO THE OFFER.

The Offer is not subject to any financing condition. The Offer is conditioned upon (i) the Minimum Condition, (ii) the Termination Condition, (iii) the expiration or termination of the applicable waiting period under the HSR Act, and (iv) the satisfaction or waiver by the Purchaser of the other Offer Conditions described in Section 15 — “Conditions to the Offer.” See Section 15 — “Conditions to the Offer” and Section 17 — “Certain Legal Matters; Regulatory Approvals.”

A summary of the principal terms of the Offer appears on pages 1 through 8. You should read both this entire Offer to Purchase, the Letter of Transmittal (as defined herein) and the other documents to which this Offer to Purchase refers carefully before deciding whether to tender your Shares into the Offer.

The Information Agent for the Offer is:

1290 Avenue of the Americas, 9th Floor
New York, NY 10104

Shareholders, Banks and Brokers
Call Toll Free: 888-293-6812
Email: ICPTOffer@Georgeson.com

October 11, 2023

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IMPORTANT

If you desire to tender all or any portion of your Shares to the Purchaser pursuant to the Offer, prior to the expiration date of the Offer:

•

If you are a holder (i.e., you have a stock certificate or you hold Shares directly in your name in book-entry form in an account with Intercept’s transfer agent, VStock Transfer, LLC), you must complete and sign the enclosed Letter of Transmittal in accordance with the instructions contained in the Letter of Transmittal and send it, together with any original certificate representing your Shares and any other required documents, to Computershare Trust Company, N.A., in its capacity as depositary for the Offer (the “Depositary”). These materials must reach the Depositary before the Expiration Date (as defined below). See Section 3 — “Procedures for Accepting the Offer and Tendering Shares” for further details.

•

If you hold your Shares through a broker, dealer, commercial bank, trust company or other nominee, you must contact your broker, dealer, commercial bank, trust company or other nominee and give instructions that your Shares be tendered to the Purchaser pursuant to the Offer.

If you desire to tender your Shares pursuant to the Offer and the certificates representing your Shares are not immediately available, or you cannot comply in a timely manner with the procedures for tendering your Shares by book-entry transfer or you cannot deliver all required documents to the Depositary prior to the Expiration Date, you may tender your Shares to the Purchaser pursuant to the Offer by following the procedures for guaranteed delivery described in Section 3 — “Procedures for Accepting the Offer and Tendering Shares — Guaranteed Delivery.”

Beneficial owners of Shares holding their Shares through nominees should be aware that their broker, dealer, commercial bank, trust company or other nominee may establish its own earlier deadline for participation in the Offer. Accordingly, beneficial owners holding Shares through a broker, dealer, commercial bank, trust company or other nominee and who wish to participate in the Offer should contact such nominee as soon as possible in order to determine the times by which such owner must take action in order to participate in the Offer.

*****

Questions and requests for assistance may be directed to Georgeson LLC (the “Information Agent”) at its address and telephone number set forth on the back cover of this Offer to Purchase. Additional copies of this Offer to Purchase, the Letter of Transmittal, the notice of guaranteed delivery and other related materials may also be obtained from the Information Agent. Stockholders may also contact their broker, dealer, commercial bank, trust company or other nominee for copies of these documents. Copies of these materials may also be found at the website maintained by the United States Securities and Exchange Commission at www.sec.gov. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer. Brokers, dealers, commercial banks, trust companies or other nominees will, upon request, be reimbursed by the Purchaser for customary mailing and handling expenses incurred by them in forwarding the tender offer materials to their customers.

This Offer to Purchase and the Letter of Transmittal contain important information, and you should read both carefully and in their entirety before making a decision with respect to the Offer.

The Information Agent for the Offer is:

1290 Avenue of the Americas, 9th Floor
New York, NY 10104

Shareholders, Banks and Brokers
Call Toll Free: 888-293-6812
Email: ICPTOffer@Georgeson.com

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	Page
1. Terms of the Offer		11
2. Acceptance for Payment and Payment for Shares		13
3. Procedures for Accepting the Offer and Tendering Shares		14
4. Withdrawal Rights		17
5. Certain U.S. Federal Income Tax Considerations of the Offer and the Merger		18
6. Price Range of Shares; Dividends		20
7. Certain Information Concerning Intercept		21
8. Certain Information Concerning Alfasigma, TURYTES and the Purchaser		21
9. Source and Amount of Funds		23
10. Background of the Offer; Past Contacts, Transactions, Negotiations and Agreements with Intercept		26
11. The Merger Agreement; Other Agreements		28
12. Purpose of the Offer; Plans for Intercept		47
13. Certain Effects of the Offer		48
14. Dividends and Distributions		49
15. Conditions to the Offer		49
16. Adjustments to Prevent Dilution		50
17. Certain Legal Matters; Regulatory Approvals		50
18. Fees and Expenses		54
19. Miscellaneous		54
Annex A Information Relating to Alfasigma, TURYTES and the Purchaser		A-1

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SUMMARY TERM SHEET

The following are some questions that you, as a stockholder of Intercept, may have and answers to those questions. This summary term sheet highlights selected information from this offer to purchase (this “Offer to Purchase”). It may not contain all of the information that is important to you and is qualified in its entirety by the more detailed descriptions and explanations contained in this Offer to Purchase and the related letter of transmittal (as it may be amended or supplemented from time to time, the “Letter of Transmittal”). This Offer to Purchase and the Letter of Transmittal collectively constitute the “Offer.”

To better understand the Offer and for a complete description of the terms of the Offer, you should read this Offer to Purchase, the Letter of Transmittal and the other documents to which we refer carefully and in their entirety. Questions or requests for assistance may be directed to Georgeson LLC, our information agent (the “Information Agent”), at its address and telephone number set forth on the back cover of this Offer to Purchase. Unless otherwise indicated in this Offer to Purchase or the context otherwise requires, all references in this Offer to Purchase to “we,” “our” or “us” refer to the Purchaser and, where appropriate, Alfasigma.

	Securities Sought:			All of the outstanding shares of common stock, par value $0.001 per share (the “Shares”), of Intercept Pharmaceuticals, Inc., a Delaware corporation (“Intercept”).
	Price Offered Per Share:			$19.00 per Share, net to the seller in cash, without interest (the “Offer Price”), subject to any applicable withholding taxes.
	Scheduled Expiration Time:			The Offer and withdrawal rights will expire at one (1) minute after 11:59 p.m. Eastern Time on November 7, 2023, unless the Offer is extended or terminated. See Section 1 — “Terms of the Offer.”
	The Purchaser:			Interstellar Acquisition Inc., a Delaware corporation (the “Purchaser”) and a wholly owned subsidiary of Alfasigma S.p.A., an Italian società per azioni (joint stock company) (“Alfasigma”). Alfasigma is 84% controlled by TURYTES S.p.A, an Italian società per azioni (joint stock company) (“TURYTES”).
	Intercept Board of Directors Recommendation:			The Board of Directors of Intercept has resolved to recommend that Intercept’s stockholders accept the Offer and tender their Shares pursuant to the Offer.

Who is offering to buy my Shares?

Our name is Interstellar Acquisition Inc. We are a wholly owned subsidiary of Alfasigma S.p.A., an Italian società per azioni (joint stock company). Alfasigma S.p.A. is 84% controlled by TURYTES S.p.A., an Italian società per azioni (joint stock company). We are a Delaware corporation formed for the purpose of making the Offer and thereafter, pursuant to the Agreement and Plan of Merger, dated September 26, 2023, by and among Alfasigma, Intercept and us (as it may be amended, modified or supplemented from time to time in accordance with its terms, the “Merger Agreement”), for the purpose of merging with and into Intercept (the “Merger”), with Intercept continuing as the surviving corporation and as a wholly owned subsidiary of Alfasigma as a result of the Merger (the “Surviving Corporation”). To date, we have not carried on any activities other than those related to our formation and the Merger Agreement, and the transactions contemplated thereby, including making this Offer. See the “Introduction” and Section 8 — “Certain Information Concerning Alfasigma, TURYTES and the Purchaser.”

How many Shares are you offering to purchase in the Offer?

We are making the Offer to purchase all outstanding Shares, other than Excluded Shares, on the terms and subject to the conditions set forth in this Offer to Purchase and the Letter of Transmittal. See the “Introduction” and Section 1 — “Terms of the Offer.”

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Why are you making the Offer?

We are making the Offer pursuant to the Merger Agreement in order for Alfasigma to acquire control of, and following the Merger, the entire equity interest in, Intercept. As soon as practicable (and in no event later than one business day) following the acquisition of Shares in accordance with the Offer and in accordance with Section 251(h) of the DGCL, the Purchaser will be merged with and into Intercept, with Intercept continuing as the Surviving Corporation, on the terms and subject to the conditions set forth in the Merger Agreement. Each Share issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”) (other than any Shares held by us, Alfasigma or any of our direct or indirect wholly owned subsidiaries (including, for the avoidance of doubt, any Shares acquired by us in the Offer) or by Intercept (the “Excluded Shares”) and any Shares in respect of which appraisal rights were perfected in accordance with Section 262 of the DGCL (the “Dissenting Shares”)), will be automatically converted into the right to receive an amount in cash equal to the Offer Price, subject to any applicable withholding taxes. See Section 12 — “Purpose of the Offer; Plans for Intercept.”

How much are you offering to pay and what is the form of payment? Will I have to pay any fees or commissions?

We are offering to pay $19.00 per Share, net to the seller in cash, without interest and subject to any applicable withholding taxes.

If you are the record owner of your Shares and you tender your Shares to us in the Offer, you will not have to pay brokerage fees, commissions or similar expenses. If you own your Shares through a broker, dealer, commercial bank, trust company or other nominee and such nominee tenders your Shares on your behalf, they may charge you a fee for doing so. You should consult with your broker, dealer, commercial bank, trust company or other nominee to determine whether any charges will apply. See “Introduction,” Section 1 — “Terms of the Offer” and Section 2 — “Acceptance for Payment and Payment for Shares.”

What does the Board of Directors of Intercept think about the Offer?

We are making the Offer pursuant to the Merger Agreement, which has been approved by the Board of Directors of Intercept. The Board of Directors of Intercept has:

•

determined that the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, are fair to, and in the best interests of, Intercept and its stockholders;

•

declared it advisable for Intercept to enter into the Merger Agreement;

•

approved the execution, delivery and performance by Intercept of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Offer and the Merger;

•

agreed that the Merger shall be effected under Section 251(h) of the DGCL; and

•

agreed to recommend that Intercept’s stockholders accept the Offer and tender their Shares to the Purchaser pursuant to the Offer.

A more complete description of the reasons of the Board of Directors of Intercept for authorizing and approving the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, is set forth in the Schedule 14D-9 that is being filed by Intercept with the United States Securities and Exchange Commission (the “SEC”) and mailed to Intercept’s stockholders with this Offer to Purchase. Stockholders should carefully read the information set forth in the Schedule 14D-9 in its entirety. See the “Introduction” and Section 12 — “Purpose of the Offer; Plans for Intercept.”

What are the most significant conditions to the Offer?

The Offer is subject to the satisfaction of the following conditions (collectively, the “Offer Conditions”):

•

there shall have been validly tendered (and not validly withdrawn) Shares that, considered together with all other Shares (if any) beneficially owned by Alfasigma or its affiliates, represent one (1) more Share than 50% of the total number of Shares outstanding at the time of the expiration of the Offer (excluding Shares tendered in the Offer pursuant to guaranteed delivery procedures that have not yet been received in settlement or satisfaction of such guarantee) (the “Minimum Condition”);

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•

the Merger Agreement shall not have been validly terminated in accordance with its terms (the “Termination Condition”);

•

any waiting period (or any extension thereof) applicable to the Offer under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”) shall have expired or been terminated;

•

no governmental body of competent jurisdiction in a jurisdiction where either Alfasigma or Intercept operates their respective business or owns any material assets shall have issued, promulgated, enacted or deemed applicable to the Merger or the Offer any order, injunction, decree, ruling or other legal requirement (whether temporary, preliminary or permanent) or taken any other action, in each case restraining, enjoining, making illegal or otherwise prohibiting the consummation of the Merger or the Offer, which order, injunction, decree, ruling, or other legal requirement or action remains in effect;

•

the receipt of correspondence from the FDA acknowledging that Intercept’s proposed revised milestone for certain postmarketing requirements will be December 2023, which correspondence has been received; and

•

the satisfaction or waiver by the Purchaser of the other conditions and requirements of the Offer set forth in the Merger Agreement and described in Section 15 — “Conditions to the Offer.” See Section 15 — “Conditions to the Offer” and Section 17 — “Certain Legal Matters; Regulatory Approvals.”

The foregoing conditions are for the sole benefit of Alfasigma and the Purchaser and (except for the Minimum Condition, the Termination Condition, and conditions related to the HSR Act and actions by government bodies) may be waived by Alfasigma and the Purchaser, in whole or in part at any time and from time to time, in the sole discretion of Alfasigma and the Purchaser, to the extent permitted under applicable legal requirements.

Is the Offer subject to any financing condition?

No. The Offer is not subject to any financing condition.

Is there an agreement governing the Offer?

Yes. We, Alfasigma and Intercept have entered into the Merger Agreement referred to above in “Who is offering to buy my Shares?”. The Merger Agreement provides, among other things, for the terms and conditions of the Offer and, following the Acceptance Time, the merger of the Purchaser with and into Intercept. See Section 11 — “The Merger Agreement; Other Agreements.”

Do you have the financial resources to pay for all Shares?

Yes. We estimate that we will need approximately $795 million in cash to purchase all Shares pursuant to the Offer, to pay the consideration in respect of all Shares that are not tendered and that will each be converted in the Merger into the right to receive the Offer Price (except as provided in the Merger Agreement with respect to Excluded Shares and Dissenting Shares) and to pay related fees and expenses. Alfasigma, our parent company, will provide us with sufficient funds to make such payments. Alfasigma expects to fund such payments from a combination of available cash and borrowings from existing committed corporate lines of credits, each of which is described below. No alternative financing arrangements or alternative financing plans have been made. The Offer is not subject to any financing condition. See Section 9 — “Source and Amount of Funds.”

Is your financial condition relevant to my decision to tender into the Offer?

No. We do not think that our financial condition is relevant to your decision whether to tender Shares and accept the Offer because:

•

the consummation of the Offer is not subject to any financing condition;

•

the Offer is being made for all Shares solely for cash;

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•

if the Offer is consummated, we will acquire all remaining Shares in the Merger for the same cash price as was paid in the Offer (i.e., the Offer Price, subject to any applicable withholding taxes); and

•

we have all of the financial resources, including committed corporate credit lines and cash on hand, to purchase all Shares validly tendered and not properly withdrawn pursuant to the Offer and to provide funding for the Merger and related fees and expenses.

See Section 9 — “Source and Amount of Funds” and Section 11 — “The Merger Agreement; Other Agreements.”

How long do I have to decide whether to tender into the Offer?

You will be able to tender your Shares into the Offer until one (1) minute after 11:59 p.m. Eastern Time on November 7, 2023 (such date and time, the “Expiration Date”), unless (i) we extend the period during which the Offer is open pursuant to and in accordance with the terms of the Merger Agreement, in which case the term “Expiration Date” will mean the latest date and time at which the Offer, as so extended by us, will expire, or (ii) the Merger Agreement has been earlier terminated. If we extend the Offer, we will inform Computershare Trust Company, N.A., our depositary for the Offer (the “Depositary”) of that fact and will make a public announcement of the extension no later than 9:00 a.m., Eastern Time, on the next business day after the previously scheduled Expiration Date.

If you hold Shares registered in the name of a broker, dealer, commercial bank, trust company or other nominee, you should be aware that such institutions may establish their own earlier deadline for tendering Shares in the Offer. Accordingly, if you hold Shares registered in the name of a broker, dealer, commercial bank, trust company or other nominee, you should contact such institution as soon as possible in order to determine the times by which you must take action in order to tender Shares in the Offer.

If you cannot deliver everything that is required in order to make a valid tender in accordance with the terms of the Offer by the Expiration Date, you may be able to use a guaranteed delivery procedure by which a broker, a bank or any other fiduciary that is an Eligible Institution (as defined in Section 3 — “Procedures for Accepting the Offer and Tendering Shares — Signature Guarantees”) may guarantee that the missing items will be received by the Depositary within two (2) trading days of the Nasdaq Stock Market (“Nasdaq”). Please give your broker, dealer, commercial bank, trust company or other nominee instructions sufficient time to permit such nominee to tender your Shares by the Expiration Date. See Section 1 — “Terms of the Offer” and Section 3 — “Procedures for Accepting the Offer and Tendering Shares.”

Can the Offer be extended and, if so, under what circumstances can or will the Offer be extended?

Yes, the Offer can be extended. In some cases, we may be required to extend the Offer beyond the initial Expiration Date, but in no event will we (i) be required to extend the Offer beyond the earlier to occur of (x) the termination of the Merger Agreement pursuant to the terms thereof, and (y) midnight Eastern Time, on January 26, 2024 (such earlier occurrence, the “Extension Deadline”); or (ii) be permitted to extend the Offer beyond the Extension Deadline without the prior written consent of Intercept. Subject to the parties’ respective termination rights under the Merger Agreement, we will not terminate the Offer, or permit the Offer to expire, prior to the Extension Deadline without the prior written consent of Intercept.

Pursuant to the Merger Agreement, we will extend the Offer:

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on one or more occasions, in our discretion (and without the consent of Intercept or any other person), for successive periods of up to ten (10) business days each, if, as of the then-scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived by us or Alfasigma (to the extent waivable by us or Alfasigma), in order to permit the satisfaction of such Offer Condition;

•

on one or more occasions, at the request of Intercept, for successive periods of up to ten (10) business days each, if, as of the then-scheduled Expiration Date, any Offer Condition (other than the Minimum Condition) is not satisfied and has not been waived (if permitted thereunder), in order to permit the satisfaction of such Offer Condition;

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for any period required by any legal requirement, any interpretation or position of the SEC, the staff thereof or Nasdaq applicable to the Offer;

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•

for periods of up to ten (10) business days per extension, until any waiting period (and any extension thereof) applicable to the consummation of the Offer under the HSR Act and any foreign antitrust laws shall have expired or been terminated; or

•

at the request of Intercept or in our own discretion, for successive periods of up to ten (10) business days each, if, as of the then-scheduled Expiration Date, all Offer Conditions have been satisfied or waived (if permitted thereunder, and other than any such conditions of the Offer that by their nature are to be satisfied at the expiration of the Offer (provided such conditions would be capable of being satisfied or validly waived were the expiration of the Offer to occur at such time)), except that the Minimum Condition has not been satisfied as of any then-scheduled expiration of the Offer, in order to permit the satisfaction of the Minimum Condition; provided, however, that we will not be required to extend the Offer pursuant to this paragraph on more than two (2) occasions, but we may, in our sole and absolute discretion elect to do so.

For purposes of the Offer, as provided under the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the “Exchange Act”), a “business day” means any day other than a Saturday, Sunday or a U.S. federal holiday and consists of the time period from 12:01 a.m. through 12:00 midnight, Eastern Time.

If we extend the Offer, such extension will extend the time that you will have to tender your Shares. See Section 1 — “Terms of the Offer.” Each of the time periods described above is calculated in accordance with Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act.

How will I be notified if the time period during which I can tender my Shares into the Offer is extended?

If we extend the Offer, we will inform the Depositary of that fact and will make a public announcement of the extension no later than 9:00 a.m., Eastern Time, on the next business day after the previously scheduled Expiration Date.

How do I tender my Shares into the Offer?

If you wish to accept the Offer, this is what you must do:

•

If you are a registered holder (i.e., you have a stock certificate or you hold Shares directly in your name in book-entry form in an account with Intercept’s transfer agent, VStock Transfer, LLC), you must complete and sign the enclosed Letter of Transmittal, in accordance with the instructions contained in the Letter of Transmittal, and send it, together with any original certificates representing your Shares and any other required documents, to the Depositary. These materials must reach the Depositary before the Expiration Date. See Section 3 — “Procedures for Accepting the Offer and Tendering Shares” for further details.

•

If you are unable to deliver any required document or instrument to the Depositary prior to the Expiration Date, you may extend the time you have to deliver such items by having a broker, a bank or any other fiduciary that is an eligible guarantor institution guarantee that the missing items will be received by the Depositary by using the enclosed notice of guaranteed delivery (the “Notice of Guaranteed Delivery”). For the tender to be valid, however, the Depositary must receive the Notice of Guaranteed Delivery prior to the Expiration Date and must then receive the missing items within two (2) Nasdaq trading days after the date of execution of such Notice of Guaranteed Delivery. See Section 3 — “Procedures for Accepting the Offer and Tendering Shares — Guaranteed Delivery.”

Until what time may I withdraw previously tendered Shares?

To withdraw your Shares, you must deliver a written notice of withdrawal with the required information to the Depositary while you still have the right to withdraw the Shares. See Section 4 — “Withdrawal Rights.”

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How do I properly withdraw previously tendered Shares?

To properly withdraw any of your previously tendered Shares, you must deliver a written notice of withdrawal with the required information (as specified in this Offer to Purchase and in the Letter of Transmittal) to the Depositary while you still have the right to withdraw Shares. If you tendered your Shares by giving instructions to a broker, dealer, commercial bank, trust company or other nominee, you must instruct such nominee to arrange for the proper withdrawal of your Shares. See Section 4 — “Withdrawal Rights.”

Upon the successful consummation of the Offer, will Shares continue to be publicly traded?

No. Following the purchase of Shares in the Offer, we expect to consummate the Merger as soon as practicable (and in no event later than one business day) following such purchase in accordance with Section 251(h) of the DGCL, and no stockholder vote to adopt the Merger Agreement or any other action by the stockholders of Intercept will be required in connection with the Merger. Following the consummation of the Merger, no Shares will be publicly owned. If the Merger is consummated, then stockholders who did not tender their Shares into the Offer will receive the same amount of cash per Share that they would have received had they tendered their Shares into the Offer (i.e., the Offer Price, subject to any applicable withholding taxes), except as provided in the Merger Agreement with respect to Excluded Shares and Dissenting Shares. See Section 13 — “Certain Effects of the Offer” and Section 17 — “Certain Legal Matters; Regulatory Approvals — Appraisal Rights.”

If I decide not to tender my Shares into the Offer, what will happen to my Shares?

If the Offer is consummated and certain other conditions are satisfied, the Purchaser will merge with and into Intercept. At the Effective Time, each Share then issued and outstanding immediately prior to the Effective Time will be converted into the right to receive an amount in cash equal to the Offer Price (the “Merger Consideration”), subject to any applicable withholding taxes, except as provided in the Merger Agreement with respect to Excluded Shares and Dissenting Shares. Dissenting Shares will not be converted into the right to receive the Merger Consideration and will instead be entitled to seek to have a Delaware court determine the “fair value” of such Shares in accordance with the DGCL, unless such holder fails to perfect, withdraws, waives or loses the right to appraisal. In each such case, such Shares will be treated as if they had been converted at the Effective Time into the right to receive the Merger Consideration. See Section 17 — “Certain Legal Matters; Regulatory Approvals — Appraisal Rights.”

If the Offer is not consummated, will you nevertheless consummate the Merger?

No. None of us, Alfasigma or Intercept are under any obligation to pursue or consummate the Merger if the time of acceptance for payment of all Shares validly tendered (and not validly withdrawn) in the Offer pursuant to and subject to the Offer Conditions (the “Acceptance Time”) has not occurred and the Offer has not been earlier consummated. This could happen for example if the Minimum Condition has not been satisfied, the Merger Agreement has been validly terminated in accordance with its terms or one of the other Offer Conditions has not been satisfied or waived.

Will there be a subsequent offering period?

No. Pursuant to Section 251(h) of the DGCL and the obligation of us and Intercept to take all necessary actions to cause the Merger to become effective as soon as practicable following the consummation of the Offer, we expect the consummation of the Merger to occur as soon as practicable (and in no event later than one business day) following the Acceptance Time. See Section 1 — “Terms of the Offer.”

If I object to the price being offered, will I have appraisal rights?

Appraisal rights are not available to the holders of Shares in connection with the Offer. However, if the Merger is consummated, the holders of Shares immediately prior to the Effective Time who (i) did not tender their Shares in the Offer, (ii) follow the procedures set forth in Section 262 of the DGCL and (iii) do not thereafter withdraw their demand for appraisal of such Shares or otherwise lose their appraisal rights, in each case in accordance with the DGCL, will be entitled to have their Shares appraised by the Delaware Court

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of Chancery and receive payment of the “fair value” of such Shares, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with a fair rate of interest, as determined by such court. The “fair value” could be higher or lower than, or the same as, the Offer Price or the consideration payable in the Merger (which is equivalent in amount to the Offer Price). See Section 17 — “Certain Legal Matters; Regulatory Approvals — Appraisal Rights.” Concurrently with the commencement of the Offer, Intercept is distributing the Schedule 14D-9, which contains important information regarding how a holder of Shares may exercise its appraisal rights.

What was the market value of my Shares on recent dates and the “premium” I am receiving?

On September 25, 2023, the last full trading day prior to the day on which we announced that we entered into the Merger Agreement, the closing price of the Shares reported on Nasdaq was $10.44 per Share. The Offer Price of $19.00 per Share represents an approximate 82.0% premium to such closing price.

On October 10, 2023, the last Nasdaq trading day before we commenced the Offer, the closing price of the Shares reported on Nasdaq was $18.63 per Share.

We encourage you to obtain a recent quotation for Shares in deciding whether to tender your Shares. See Section 6 — “Price Range of Shares; Dividends.”

If I tender my Shares, when and how will I get paid?

If the conditions to the Offer described in Section 15 — “Conditions to the Offer” are satisfied or waived and we consummate the Offer and accept your Shares for payment, you will be entitled to receive promptly an amount equal to the number of Shares you tendered into the Offer multiplied by the Offer Price, subject to any applicable withholding taxes. We will pay for your validly tendered and not properly withdrawn Shares by depositing the aggregate Offer Price therefor with the Depositary, for the purpose of receiving payments from us and transmitting such payments to you. See Section 2 — “Acceptance for Payment and Payment for Shares.” In all cases, payment for tendered Shares will be made only after timely receipt by the Depositary of (i) any certificates representing such Shares, if applicable, (ii) a properly completed and duly executed Letter of Transmittal, together with any required signature guarantees or, in the case of book-entry transfer of Shares at The Depository Trust Company (“DTC”), an Agent’s Message (as defined below) in lieu of such Letter of Transmittal and delivery of Shares into the Depositary’s account at DTC, and (iii) any other required documents for such Shares, as described in Section 3 — “Procedures for Accepting the Offer and Tendering Shares.”

What will happen to my Intercept equity awards in the Offer?

Equity awards of Intercept are not sought in the Offer.

Except as otherwise agreed, at the Effective Time, each stock option to purchase Shares granted under Intercept’s equity plans (“Intercept Option”) that is outstanding and unexercised as of immediately prior to the Effective Time, whether or not vested, and which has a per Share exercise price that is less than the Merger Consideration (each, an “In the Money Option”), will be cancelled and converted into the right to receive a cash payment equal to (A) the excess of (x) the Merger Consideration over (y) the exercise price payable per Share of such In the Money Option, multiplied by (B) the total number of Shares subject to such In the Money Option immediately prior to the Effective Time, less applicable taxes required to be withheld with respect to such payment.

At the Effective Time, each Intercept Option other than an In the Money Option that is outstanding and unexercised as of immediately prior to the Effective Time, whether or not vested, shall be cancelled with no consideration payable in respect thereof.

At the Effective Time, each restricted stock unit with respect to Shares subject to performance vesting conditions granted under Intercept’s equity plans (each, an “Intercept PSU”) that is outstanding as of immediately prior to the Effective Time will be cancelled and the holder thereof will be entitled to receive a cash payment (without interest) equal to the product of the Merger Consideration and the number of Shares subject to such Intercept PSU as of immediately prior to the Effective Time based upon the actual level of

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performance determined in accordance with the terms of the applicable Intercept PSU award agreement, less applicable taxes required to be withheld with respect to such payment.

At the Effective Time, each restricted stock unit with respect to Shares granted under Intercept’s equity plans, other than the Intercept PSUs, (each, an “Intercept RSU”) that is outstanding as of immediately prior to the Effective Time will be converted into the contingent right to receive a cash payment (without interest) equal to the product of the Merger Consideration and the number of Shares subject to such Intercept RSU as of immediately prior to the Effective Time, less applicable taxes required to be withheld with respect to such payment (“Intercept RSU Consideration”). Subject to the applicable holder’s continued service with Alfasigma or its affiliates after the consummation of the transaction, the Intercept RSU Consideration will vest and become payable in accordance with the vesting schedule (including any vesting acceleration provisions) that applied to the corresponding portion of the applicable Intercept RSUs immediately prior to the Effective Time. The Intercept RSU Consideration will otherwise remain subject to the same terms and conditions that are applicable to the underlying Intercept RSUs immediately prior to the Effective Time (except for terms rendered inoperative by reason of the transactions contemplated by the Merger Agreement).

See Section 11 — “The Merger Agreement; Other Agreements — The Merger Agreement — Intercept Equity Awards.”

What are the U.S. federal income tax considerations relevant to the Offer and the Merger?

The receipt of cash by you in exchange for your Shares pursuant to the Offer or the Merger will generally be a taxable transaction for U.S. federal income tax purposes. If you are a United States Holder (as defined in Section 5 — “Certain U.S. Federal Income Tax Considerations of the Offer and the Merger — United States Holders”), in general, you will recognize gain or loss in an amount equal to the difference, if any, between the amount of cash received for your Shares sold pursuant to the Offer or converted into the right to receive cash in the Merger (determined before deduction of any applicable withholding taxes) and your adjusted tax basis in such Shares. If you hold your Shares as a capital asset, the gain or loss that you recognize will be capital gain or loss and will be treated as long-term capital gain or loss if you have held such Shares for more than one (1) year. If you are a Non-United States Holder (as defined in Section 5 — “Certain U.S. Federal Income Tax Considerations of the Offer and the Merger — Non-United States Holders”), subject to the discussion in Section 3 — “Procedures for Accepting the Offer and Tendering Shares — U.S. Federal Backup Withholding” and the qualifications and limitations in Section 5 — “Certain U.S. Federal Income Tax Considerations of the Offer and the Merger,” you will generally not be subject to U.S. federal income tax on gain recognized on Shares you tender into the Offer or have converted into the right to receive cash in the Merger unless you have certain connections to the United States. You should consult your tax advisor about the particular tax considerations relevant to you of tendering your Shares into the Offer or having your Shares converted into the right to receive cash in the Merger. See Section 5 — “Certain U.S. Federal Income Tax Considerations of the Offer and the Merger” for a discussion of the U.S. federal income tax considerations relevant to tendering your Shares into the Offer or having your Shares converted into the right to receive cash in the Merger.

To whom should I talk if I have additional questions about the Offer?

You may call Georgeson LLC, the Information Agent, toll-free at 888-293-6812. See the back cover of this Offer to Purchase.

To the Holders of Shares of Common Stock of Intercept Pharmaceuticals, Inc.:

INTRODUCTION

We, Interstellar Acquisition Inc. , a Delaware corporation (the “Purchaser”) and a wholly owned subsidiary of Alfasigma S.p.A., an Italian società per azioni (joint stock company) ( “Alfasigma”), are offering to purchase all of the outstanding shares of common stock, par value $0.001 per share (the “Shares”), of Intercept Pharmaceuticals, Inc., a Delaware corporation (“Intercept”), at a price per Share of $19.00 net to the seller in cash, without interest (the “Offer Price”), subject to any applicable withholding taxes, upon the terms and subject to the conditions set forth in this offer to purchase (this “Offer to Purchase”) and the

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related letter of transmittal (the “Letter of Transmittal”), which Offer to Purchase and Letter of Transmittal collectively constitute the “Offer.” We are making the Offer pursuant to an Agreement and Plan of Merger, dated as of September 26, 2023, by and among Alfasigma, the Purchaser and Intercept (as it may be amended, modified or supplemented from time to time in accordance with its terms, the “Merger Agreement”).

The Offer and withdrawal rights will expire at one (1) minute after 11:59 p.m., Eastern Time, on November 7, 2023 (such date and time, the “Expiration Date”), unless (i) we extend the period during which the Offer is open pursuant to and in accordance with the Merger Agreement, in which case the term “Expiration Date” means the latest date and time at which the Offer, as so extended by us, will expire (provided, however, our obligation to extend the Offer is limited as discussed in Section 1 — “Terms of the Offer” and Section 11 — “The Merger Agreement; Other Agreements — The Merger Agreement — Expiration and Extension of the Offer”) or (ii) the Merger Agreement has been earlier terminated. Under no circumstances will interest be paid with respect to the purchase of Shares pursuant to the Offer, regardless of any extension of the Offer or delay in making payment for Shares.

If you are an owner of Shares and you tender such Shares directly to Computershare Trust Company, N.A. (the “Depositary”) in accordance with the terms of this Offer, you will not be charged brokerage fees or commissions on the sale of Shares pursuant to the Offer.

Any tendering stockholder or other payee who fails to complete fully, sign and return to the Depositary the United States Internal Revenue Service (“IRS”) Form W-9 included with the Letter of Transmittal (or an applicable IRS Form W-8, if the tendering stockholder or other payee is a Non-United States Holder (as defined in Section 5 — “Certain U.S. Federal Income Tax Considerations of the Offer and the Merger — Non-United States Holders”)) may be subject to U.S. federal backup withholding on the gross proceeds paid to the stockholder or other payee pursuant to the Offer. See Section 3 — “Procedures for Accepting the Offer and Tendering Shares — U.S. Federal Backup Withholding.” Non-United States Holders are urged to consult their tax advisors regarding the application of U.S. federal backup withholding.

If you hold your Shares through a broker, dealer, commercial bank, trust company or other nominee, you should consult with such nominee to determine if you will be charged any service fees or commissions.

If you are unable to deliver any required document or instrument to the Depositary prior to the Expiration Date, you may gain some extra time by having a broker, a bank or any other fiduciary that is an eligible guarantor institution guarantee that the missing items will be received by the Depositary by using the enclosed notice of guaranteed delivery (the “Notice of Guaranteed Delivery”). For the tender to be valid, however, the Depositary must receive the Notice of Guaranteed Delivery prior to the Expiration Date and must then receive the missing items within two (2) Nasdaq Stock Market (“Nasdaq”) trading days after the date of execution of such Notice of Guaranteed Delivery. See Section 3 — “Procedures for Accepting the Offer and Tendering Shares — Guaranteed Delivery.”

We will pay all charges and expenses of the Depositary and Georgeson LLC (the “Information Agent”) incurred in connection with the Offer. See Section 18 — “Fees and Expenses.”

As soon as practicable (and in any event within one (1) business day) following the acceptance for payment of the Shares tendered and not properly withdrawn pursuant to the Offer representing at least such number of Shares as shall satisfy the Minimum Condition (as defined below) in accordance with the terms of the Offer and the Merger Agreement (such time of acceptance, the “Acceptance Time”), and subject to the satisfaction or waiver of certain conditions set forth in the Merger Agreement, the Purchaser will merge with and into Intercept (the “Merger”), with Intercept continuing as the surviving corporation and as a wholly owned subsidiary of Alfasigma (the “Surviving Corporation”), pursuant to the provisions of Section 251(h) of the Delaware General Corporation Law, as amended (the “DGCL”), with no stockholder approval required to consummate the Merger. The closing of the Merger will occur as soon as practicable and, in any event, no later than the first business day after the conditions set forth in the Merger Agreement are satisfied or waived, unless another date is agreed to by the parties.

Each Share issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”), except for Shares (i) held by Alfasigma, the Purchaser or any of their direct or indirect wholly owned subsidiaries (including, for the avoidance of doubt, any Shares acquired by the Purchaser in the Offer) or by Intercept (the “Excluded Shares”), or (ii) in respect of which appraisal rights were perfected in accordance

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with Section 262 of the DGCL (the “Dissenting Shares”), will be automatically converted into the right to receive cash in an amount equal to the Offer Price (the “Merger Consideration”), subject to any applicable withholding taxes. See Section 17 — “Certain Legal Matters; Regulatory Approvals — Appraisal Rights.”

The Board of Directors of Intercept has:

•

determined that the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, are fair to, and in the best interests of, Intercept and its stockholders;

•

declared it advisable for Intercept to enter into the Merger Agreement;

•

approved the execution, delivery and performance by Intercept of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Offer and the Merger;

•

agreed that the Merger shall be effected under Section 251(h) of the DGCL; and

•

agreed to recommend that Intercept’s stockholders accept the Offer and tender their Shares to the Purchaser pursuant to the Offer (collectively, the “Company Board Recommendation”).

The Offer is not subject to us or Alfasigma receiving financing or any other financing condition. The Offer is conditioned upon the following conditions (collectively, the “Offer Conditions”):

•

there shall have been validly tendered (and not validly withdrawn) Shares that, considered together with all other Shares (if any) beneficially owned by Alfasigma and its affiliates, represent one (1) more Share than 50% of the total number of Shares outstanding at the time of the expiration of the Offer (excluding Shares tendered in the Offer pursuant to guaranteed delivery procedures that have not yet been received in settlement or satisfaction of such guarantee) (the “Minimum Condition”);

•

the Merger Agreement shall not have been validly terminated in accordance with its terms (the “Termination Condition”);

•

According to Intercept, as of the close of business on October 3, 2023: there were 41,814,336 Shares issued and outstanding.

No appraisal rights are available to the holders of Shares in connection with the Offer. However, if the Merger is consummated, the holders of Shares immediately prior to the Effective Time who (i) did not tender

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their Shares in the Offer, (ii) follow the procedures set forth in Section 262 of the DGCL and (iii) do not thereafter withdraw their demand for appraisal of such Shares or otherwise lose their appraisal rights, in each case in accordance with the DGCL, will be entitled to have their Shares appraised by the Delaware Court of Chancery and receive payment of the “fair value” of such Shares, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with a fair rate of interest, as determined by such court. The “fair value” could be higher or lower than, or the same as, the Offer Price or the consideration payable in the Merger (which is equivalent in amount to the Offer Price). See Section 17 — “Certain Legal Matters; Regulatory Approvals — Appraisal Rights.”

THIS OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN IMPORTANT INFORMATION, AND STOCKHOLDERS OF INTERCEPT SHOULD CAREFULLY READ BOTH IN THEIR ENTIRETY BEFORE MAKING ANY DECISION WITH RESPECT TO THE OFFER.

THE TENDER OFFER

Terms of the Offer.

Upon the terms and subject to the conditions to the Offer, we will accept for payment and pay for all Shares validly tendered and not properly withdrawn prior to the Expiration Date in accordance with the procedures set forth in Section 4 — “Withdrawal Rights.”

The Offer is not subject to any financing condition. The Offer is conditioned upon the Minimum Condition, the Termination Condition and the other Offer Conditions described in Section 15 — “Conditions to the Offer.”

We expressly reserve the right, to the extent permitted by the applicable legal requirements, (i) to increase the Offer Price, (ii) waive any Offer Condition, and (iii) make any other changes in the terms and conditions of the Offer not inconsistent with the terms of the Merger Agreement; except that, unless previously approved by Intercept in writing, neither we nor Alfasigma will (A) decrease the Offer Price (other than for an adjustment pursuant to the Merger Agreement), (B) change the form of consideration payable in the Offer, (C) decrease the maximum number of Shares to be purchased in the Offer, (D) impose conditions or requirements to the Offer in addition to the Offer Conditions described in Section 15 — “Conditions to the Offer,” (E) amend, modify or waive the Minimum Condition, Termination Condition or the conditions set forth in the Merger Agreement relating to the expiry of the HSR waiting period and the absence of governmental action opposing the transaction, (F) otherwise amend or modify any of the other terms of the Offer in a manner that would adversely affect any holder of Shares in its capacity as such, (G) terminate the Offer or accelerate, extend or otherwise change the expiration date of the Offer, except as otherwise provided in the Merger Agreement, or (H) provide any “subsequent offering period” (or any extension thereof) within the meaning of Rule 14d-11 promulgated under the Exchange Act.

As soon as practicable (and in any event within one (1) business day) following the Acceptance Time, and subject to the satisfaction or waiver of certain conditions set forth in the Merger Agreement, the Purchaser will merge with and into Intercept, with Intercept continuing as the Surviving Corporation, pursuant to the provisions of Section 251(h) of the DGCL, with no stockholder approval required to consummate the Merger. The closing of the Merger will occur as soon as practicable and, in any event, no later than the first business day after the conditions set forth in the Merger Agreement are satisfied or waived, unless another date is agreed to by the parties. There will not be a subsequent offering period.

Each Share issued and outstanding immediately prior to the Effective Time, other than the Excluded Shares and the Dissenting Shares, will be automatically converted into the right to receive the Merger Consideration. See Section 17 — “Certain Legal Matters; Regulatory Approvals — Appraisal Rights.”

Pursuant to the Merger Agreement, we will extend the Offer (i) on one or more occasions, at our discretion (and without the consent of Intercept or any other person), for successive periods of up to ten (10) business days each, if, as of the then-scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived by us or Alfasigma (to the extent waivable by us or Alfasigma), in order to permit the satisfaction of such Offer Condition; (ii) on one or more occasions, at the request of Intercept, for successive

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periods of up to ten (10) business days each, if, as of the then-scheduled Expiration Date, any Offer Condition (other than the Minimum Condition) is not satisfied and has not been waived (if permitted thereunder), in order to permit the satisfaction of such Offer Condition; (iii) for any period required by any legal requirement, any interpretation or position of the SEC, the staff thereof or Nasdaq applicable to the Offer; (iv) for periods of up to ten (10) business days per extension, until any waiting period (and any extension thereof) applicable to the consummation of the Offer under the HSR Act and any foreign antitrust or competition-related legal requirement shall have expired or been terminated, and all necessary approvals shall have been obtained; and (v) at the request of Intercept or in our own discretion, for successive periods of ten (10) business days each, if, as of the then-scheduled Expiration Date, all conditions of the Offer have been satisfied or waived (if permitted thereunder, and other than any such conditions of the Offer that by their nature are to be satisfied at the expiration of the Offer (provided such conditions would be capable of being satisfied or validly waived were the expiration of the Offer to occur at such time)), except that the Minimum Condition has not been satisfied as of any then-scheduled Expiration Date, in order to permit the satisfaction of the Minimum Condition, it being understood and agreed that we will not be required to extend the Offer pursuant to this paragraph on more than two (2) occasions, but we may, in our sole and absolute discretion elect to do so. Our obligation to extend the Offer is further limited as set forth below in this Section 1 and in Section 11 — “The Merger Agreement; Other Agreements — The Merger Agreement — Expiration and Extension of the Offer.”

If we extend the Offer, delay our acceptance for payment of Shares, delay payment after the consummation of the Offer or are unable to accept Shares for payment pursuant to the Offer for any reason, then, without prejudice to our rights under the Offer, the Depositary may retain tendered Shares on our behalf, and such Shares may not be withdrawn except to the extent that tendering stockholders are entitled to withdrawal rights as described in this Offer to Purchase under Section 4 — “Withdrawal Rights.” However, our ability to delay the payment for Shares that we have accepted for payment is limited by Rule 14e-1(c) under the Exchange Act, which requires us to pay promptly the consideration offered or return the securities deposited by or on behalf of stockholders after the termination or withdrawal of the Offer.

If we make a material change in the terms of the Offer or the information concerning the Offer or if we waive a material condition of the Offer, we will disseminate additional tender offer materials and extend the Offer if and to the extent required by Rules 14d-4(d)(1), 14d-6(c) and 14e-1 under the Exchange Act and the interpretations thereunder. The minimum period during which an offer must remain open following material changes in the terms of an offer or information concerning an offer, other than a change in price or a change in percentage of securities sought, will depend upon the facts and circumstances, including the relative materiality of the terms or information changes and the appropriate manner of dissemination. The SEC has stated that, in its view, an offer should remain open for a minimum of five (5) business days from the date the material change is first published, sent or given to stockholders, and that if material changes are made with respect to information that approaches the significance of price and the percentage of securities sought, a minimum period of ten (10) business days may be required to allow for adequate dissemination to stockholders and investor response. In accordance with the foregoing view of the SEC and applicable law, if, prior to the Expiration Date, and subject to the limitations of the Merger Agreement, we change the number of Shares being sought or the consideration offered pursuant to the Offer, and if the Offer is scheduled to expire at any time earlier than the tenth (10th) business day from the date that notice of such change is first published, sent or given to stockholders, the Offer will be extended at least until the expiration of such tenth (10th) business day. Each of the time periods described in this paragraph is calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act.

If, prior to the Expiration Date, we increase the consideration being paid for Shares, such altered consideration will be paid to all stockholders whose Shares are purchased in the Offer, whether or not such Shares were tendered before the announcement of such increase in consideration.

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Any extension, delay, termination, waiver or amendment of the Offer will be followed as soon as practicable by public announcement thereof. In the case of an extension of the Offer, such announcement will be made no later than 9:00 a.m., Eastern Time, on the next business day after the previously scheduled Expiration Date. Subject to applicable law (including Rules 14d-4(d), 14d-6(c) and 14e-1 under the Exchange Act, which require that material changes be promptly disseminated to stockholders in a manner reasonably designed to inform them of such changes) and without limiting the manner in which we may choose to make any public announcement, we will have no obligation to publish, advertise or otherwise communicate any such public announcement other than by issuing a press release to a national news service.

Intercept has provided us and Alfasigma with Intercept’s stockholder list and security position listings for the purpose of disseminating the Offer to holders of Shares. This Offer to Purchase and the Letter of Transmittal will be mailed to record holders of Shares whose names appear on Intercept’s stockholder list and will be furnished, for subsequent transmittal to beneficial owners of Shares, to brokers, dealers, commercial banks, trust companies and other persons whose names, or the names of whose nominees, appear on the stockholder list or, if applicable, who are listed as participants in a clearing agency’s security position listing for subsequent transmittal to beneficial owners of Shares.

Acceptance for Payment and Payment for Shares.

Upon the terms and subject to the conditions to the Offer, as described in Section 15 — “Conditions to the Offer,” we will accept for payment and thereafter pay for all Shares validly tendered and not properly withdrawn prior to the Expiration Date as soon as practicable after the first Expiration Date upon which the conditions pursuant to the Merger Agreement are satisfied or waived. See Section 3 — “Procedures for Accepting the Offer and Tendering Shares” for how to validly tender Shares.

In all cases, payment for Shares accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of:

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For Shares held as physical certificates, the certificates evidencing such Shares (“Share Certificates”) or, for Shares held in book-entry form, confirmation of a book-entry transfer of such Shares (a “Book-Entry Confirmation”) into the Depositary’s account at DTC, in each case pursuant to the procedures set forth in Section 3 — “Procedures for Accepting the Offer and Tendering Shares;”

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A properly completed and duly executed Letter of Transmittal, together with any required signature guarantees, or, in the case of a book-entry transfer of Shares, either such Letter of Transmittal or an Agent’s Message (as defined below) in lieu of such Letter of Transmittal; and

•

Any other documents required by the Letter of Transmittal.

For purposes of the Offer, we will be deemed to have accepted for payment, and thereby purchased, Shares validly tendered and not properly withdrawn, if and when we give oral or written notice to the Depositary of our acceptance for payment of such Shares pursuant to the Offer. Upon the terms and subject to the conditions to the Offer, payment for Shares accepted for payment pursuant to the Offer will be made by deposit of the Offer Price therefor with the Depositary, for the purpose of receiving payments from us and transmitting such payments to tendering stockholders of record whose Shares have been accepted for payment. Upon the deposit of such funds with the Depositary, our obligation to make such payment will be satisfied, and tendering stockholders must thereafter look solely to the Depositary for payment of amounts owed to them by reason of the acceptance for payment of Shares pursuant to the Offer.

If, for any reason whatsoever, acceptance for payment of any Shares tendered pursuant to the Offer is delayed, or we are unable to accept for payment Shares tendered pursuant to the Offer, then, without prejudice to our rights under the Offer, the Depositary may, nevertheless, on our behalf, retain tendered Shares, and such Shares may not be withdrawn, except to the extent that the tendering stockholders are entitled to withdrawal rights as described in Section 4 — “Withdrawal Rights” and as otherwise required by Rule 14e-1(c) under the Exchange Act.

Under no circumstances will interest with respect to the Shares purchased pursuant to the Offer be paid, regardless of any extension of the Offer or delay in making such payment.

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All questions as to the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Shares will be determined by us in our sole discretion. We reserve the absolute right to reject any and all tenders determined by us not to be in proper form or the acceptance for payment of which may, upon the advice of our counsel, be unlawful.

Shares tendered by a Notice of Guaranteed Delivery will not be deemed validly tendered for purposes of satisfying the Minimum Condition unless and until Shares underlying such Notice of Guaranteed Delivery are delivered to the Depositary or unless otherwise mutually agreed by us and Intercept.

If any tendered Shares are not accepted for payment for any reason pursuant to the terms and conditions of the Offer, or if certificates representing Shares are submitted evidencing more Shares than are tendered, certificates representing unpurchased or untendered Shares will be returned, without expense, to the tendering stockholder (or, in the case of Shares tendered by book-entry transfer into the Depositary’s account at the Book-Entry Transfer Facility (as defined below) pursuant to the procedure set forth in Section 3 — “Procedures for Accepting the Offer and Tendering Shares,” such Shares will be credited to an account maintained at the Book-Entry Transfer Facility), in each case, promptly following the expiration or termination of the Offer.

We reserve the right to transfer or assign the right to purchase all or any Shares tendered pursuant to the Offer in whole or from time to time in part to one or more affiliates, but any such transfer or assignment will not relieve us of our obligations under the Offer and will in no way prejudice your rights to receive payment for Shares validly tendered and not withdrawn pursuant to the Offer.

Procedures for Accepting the Offer and Tendering Shares.

Valid Tender of Shares. No alternative, conditional or contingent tenders will be accepted. In order for an Intercept stockholder to validly tender Shares pursuant to the Offer, the stockholder must follow one of the following procedures:

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If you are a holder and you have Shares held as physical certificates, the original certificates representing tendered Shares, a properly completed and duly executed Letter of Transmittal, together with any required signature guarantees, and any other documents required by the Letter of Transmittal, must be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase before the Expiration Date;

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If you are a holder and you hold Shares directly in your name in book-entry form in an account with Intercept’s transfer agent, VStock Transfer, LLC, a properly completed and duly executed Letter of Transmittal, together with any required signature guarantees and any other required documents, must be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase before the Expiration Date. If you hold your Shares in book-entry at The Depository Trust Company, you are not obligated to submit a Letter of Transmittal, but you must (1) submit an Agent’s Message (as defined below) and (2) deliver your Shares according to the DTC book-entry transfer procedures described below under “DTC Book-Entry Transfer” before the Expiration Date;

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If you hold Shares through a broker, dealer, commercial bank, trust company or other nominee, you must contact your broker, dealer, commercial bank, trust company or other nominee and give instructions that your Shares be tendered; or

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For Shares tendered by a Notice of Guaranteed Delivery, the tendering stockholder must comply with the guaranteed delivery procedures described below under “Guaranteed Delivery” before the Expiration Date.

The tender of Shares pursuant to any one of the procedures described above will constitute the tendering stockholder’s acceptance of the terms and conditions of the Offer, as well as the tendering stockholder’s representation and warranty that such stockholder has the full power and authority to tender and assign the Shares tendered, as specified in the Letter of Transmittal, and that when the consummation of the Offer occurs, we will acquire good and unencumbered title to such Shares, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claims. Our acceptance for payment of Shares tendered pursuant to the Offer will constitute a binding agreement between the tendering stockholder and us upon the terms and subject to the conditions to the Offer.

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DTC Book-Entry Transfer. The Depositary will establish an account with respect to the Shares at The Depository Trust Company (the “DTC” or the “Book-Entry Transfer Facility”) for purposes of the Offer within two (2) business days after the date of this Offer to Purchase. Any financial institution that is a participant in the system of the Book-Entry Transfer Facility may make a book-entry delivery of Shares by causing the Book-Entry Transfer Facility to transfer such Shares into the Depositary’s account at the Book-Entry Transfer Facility in accordance with the Book-Entry Transfer Facility’s procedures for such transfer. However, although delivery of Shares may be effected through book-entry transfer at the Book-Entry Transfer Facility, an Agent’s Message (as defined below) and any other required documents (for example, a completed IRS Form W-9 or applicable IRS Form W-8) must, in any case, be received by the Depositary at one of its addresses set forth on the back cover of this Offer to Purchase prior to the Expiration Date, or the tendering stockholder must comply with the guaranteed delivery procedure described below. Required documents must be transmitted to and received by the Depositary as set forth above. Delivery of documents to the Book-Entry Transfer Facility does not constitute delivery to the Depositary.

Agent’s Message. The term “Agent’s Message” means a message transmitted by the Book-Entry Transfer Facility to, and received by, the Depositary and forming a Book-Entry Confirmation that states that the Book-Entry Transfer Facility has received an express acknowledgment from the participant in the Book-Entry Transfer Facility tendering the Shares that are the subject of such Book-Entry Confirmation, that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and that we may enforce such agreement against such participant.

Signature Guarantees. No signature guarantee is required on the Letter of Transmittal if:

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the Letter of Transmittal is signed by the registered holder of the Shares tendered therewith, unless such registered holder has completed either the box entitled “Special Delivery Instructions” or the box entitled “Special Payment Instructions” on the Letter of Transmittal; or

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Shares tendered pursuant to such Letter of Transmittal are for the account of a financial institution (including most commercial banks, savings and loan associations and brokerage houses) that is a member of or participant in a recognized “Medallion Program” approved by the Securities Transfer Association Inc., including the Security Transfer Agents Medallion Program (STAMP), the Stock Exchange Medallion Program (SEMP) and the New York Stock Exchange Medallion Signature Program (MSP), or any other “eligible guarantor institution,” as such term is defined in Rule 17Ad-15 under the Exchange Act (each, an “Eligible Institution”).

In all other cases, all signatures on a Letter of Transmittal must be guaranteed by an Eligible Institution. See Instructions 1 and 5 of the Letter of Transmittal. If a certificate representing Shares is registered in the name of a person or persons other than the signer of the Letter of Transmittal, or if payment is to be made or delivered to, or a certificate representing Shares is not accepted for payment or not tendered is to be issued in the name of or returned to, a person other than the registered holder(s), then the certificate representing such Shares must be endorsed or accompanied by appropriate duly executed stock powers, in either case signed exactly as the name(s) of the registered holder(s) appears on such certificate, with the signature(s) on such certificate or stock powers guaranteed by an Eligible Institution as provided in the Letter of Transmittal. See Instructions 1 and 5 of the Letter of Transmittal.

Guaranteed Delivery. If a stockholder desires to tender Shares pursuant to the Offer and the Share Certificates evidencing such stockholder’s Shares are not immediately available or such stockholder cannot deliver the Share Certificates and all other required documents to the Depositary prior to the Expiration Date, or such stockholder cannot complete the procedure for delivery by book-entry transfer on a timely basis, such Shares may nevertheless be tendered, provided that all of the following conditions are satisfied:

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such tender is made by or through an Eligible Institution;

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a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form made available by us, is received prior to the Expiration Date by the Depositary as provided below; and

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the Share Certificates (or a Book-Entry Confirmation) evidencing all tendered Shares, in proper form for transfer, in each case together with a properly completed and duly executed Letter of Transmittal, together with any required signature guarantees, or, in the case of book-entry transfers

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of Shares, either such Letter of Transmittal or an Agent’s Message in lieu of such Letter of Transmittal, and any other documents required by the Letter of Transmittal are received by the Depositary within two (2) Nasdaq trading days after the date of execution of such Notice of Guaranteed Delivery.

A Notice of Guaranteed Delivery may be delivered by overnight courier or mailed to the Depositary and must include a guarantee by an Eligible Institution in the form set forth in the form of Notice of Guaranteed Delivery made available by us. In the case of Shares held through DTC, the Notice of Guaranteed Delivery must be delivered to the Depositary by a participant by means of the confirmation system of DTC.

Shares tendered by a Notice of Guaranteed Delivery will not be deemed validly tendered for purposes of satisfying the Minimum Condition unless and until Shares underlying such Notice of Guaranteed Delivery are delivered to the Depositary unless otherwise mutually agreed by us and Intercept.

Notwithstanding any other provision of this Offer to Purchase, payment for Shares accepted pursuant to the Offer will in all cases be made only after timely receipt by the Depositary of (i) if applicable, certificates evidencing such Shares or a Book-Entry Confirmation of a book-entry transfer of such Shares into the Depositary’s account at the Book-Entry Transfer Facility pursuant to the procedures set forth in this Section 3, (ii) the Letter of Transmittal, properly completed and duly executed, with any required signature guarantees or, in the case of a book-entry transfer of such Shares into the Depositary’s account at the Book-Entry Transfer Facility pursuant to the procedures set forth in this Section 3, an Agent’s Message in lieu of the Letter of Transmittal and (iii) any other documents required by the Letter of Transmittal. Accordingly, tendering stockholders may be paid at different times depending upon when Share Certificates or Book-Entry Confirmations with respect to Shares are actually received by the Depositary.

The method of delivery of Shares, the Letter of Transmittal and all other required documents, including delivery through the Book-Entry Transfer Facility, is at the election and risk of the tendering stockholder. Shares will be deemed delivered only when actually received by the Depositary (including, in the case of a book-entry transfer, by Book-Entry Confirmation). If delivery is by mail, then registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.

Determination of Validity. All questions as to the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Shares will be determined by us in our sole discretion. We reserve the absolute right to reject any and all tenders we determine not to be in proper form or the acceptance for payment of which may, upon the advice of our counsel, be unlawful. We also reserve the absolute right to waive any defect or irregularity in the tender of any Shares of any particular stockholder, whether or not similar defects or irregularities are waived in the case of other stockholders. No tender of Shares will be deemed to have been validly made until all defects and irregularities with respect to such tender have been cured or waived to our satisfaction. None of us, Alfasigma, the Depositary, the Information Agent or any other person will be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. Our interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the instructions thereto) will be determined by us in our sole discretion.

Appointment as Proxy. By executing the Letter of Transmittal (or taking action resulting in the delivery of an Agent’s Message) as set forth above, unless Shares relating to such Letter of Transmittal or Agent’s Message are properly withdrawn pursuant to the Offer, the tendering stockholder will irrevocably appoint our designees, and each of them, as such stockholder’s attorneys-in-fact and proxies in the manner set forth in the Letter of Transmittal, each with full power of substitution, to the full extent of such stockholder’s rights with respect to the Shares tendered by such stockholder and accepted for payment by us and with respect to any and all other Shares or other securities or rights issued or issuable in respect of such Shares. All such proxies will be considered coupled with an interest in the tendered Shares. Such appointment will be effective if and when, and only to the extent that, we accept such Shares for payment pursuant to the Offer. Upon such appointment, all prior powers of attorney, proxies and consents given by such stockholder with respect to such Shares or other securities or rights will, without further action, be revoked and no subsequent powers of attorney, proxies, consents or revocations may be given by such stockholder

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(and, if given, will not be deemed effective) with respect thereto. Each of our designees will thereby be empowered to exercise all voting and other rights with respect to such Shares and other securities or rights, including in respect of any annual, special or adjourned meeting of Intercept’s stockholders or otherwise, as such designee in its sole discretion deems proper. We reserve the right to require that, in order for Shares to be deemed validly tendered, immediately upon the occurrence of the consummation of the Offer, we must be able to exercise full voting, consent and other rights with respect to such Shares and other securities and rights, including voting at any meeting of stockholders.

The foregoing powers of attorney and proxies are effective only upon acceptance for payment of Shares pursuant to the Offer. The Offer does not constitute a solicitation of proxies, absent a purchase of Shares, for any meeting of Intercept’s stockholders.

U.S. Federal Backup Withholding. Under the U.S. federal backup withholding rules, a portion of the gross proceeds payable to a tendering stockholder or other payee that is a United States person pursuant to the Offer must be withheld and remitted to the IRS, unless such stockholder or other payee provides his, her or its correct taxpayer identification number (generally, an employer identification number or social security number) to the Depositary, certifies that such stockholder is not subject to backup withholding and complies with applicable requirements of the backup withholding rules, or such stockholder or other payee is otherwise exempt from backup withholding and establishes such exemption in a manner satisfactory to the Depositary. Therefore, each tendering stockholder that is a United States person should complete and sign the IRS Form W-9 included as part of the Letter of Transmittal so as to provide the information and certification necessary to avoid backup withholding, unless an exemption exists and is established in a manner satisfactory to the Depositary. In order for a stockholder that is not a United States person to avoid backup withholding, such stockholder must submit an IRS Form W-8BEN, W-8BEN-E or other applicable IRS Form W-8 certifying that it is not a United States person, or otherwise establish an exemption in a manner satisfactory to the Depositary. IRS Forms W-8 can be obtained from the Depositary or the IRS’s website at www.irs.gov. Backup withholding is not an additional tax and may be refunded by the IRS to the extent it results in an overpayment of tax, provided that the required information is timely provided to the IRS.

ANY TENDERING STOCKHOLDER OR OTHER PAYEE WHO FAILS TO PROPERLY COMPLETE AND SIGN THE IRS FORM W-9 INCLUDED IN THE LETTER OF TRANSMITTAL (OR AN APPLICABLE IRS FORM W-8) MAY BE SUBJECT TO U.S. FEDERAL BACKUP WITHHOLDING OF A PORTION OF THE GROSS PROCEEDS PAID TO SUCH STOCKHOLDER OR OTHER PAYEE PURSUANT TO THE OFFER.

Withdrawal Rights.

Shares tendered in the Offer may be withdrawn according to the procedures set forth below at any time on or before the Expiration Date. In addition, pursuant to Section 14(d)(5) of the Exchange Act, the Shares may be withdrawn at any time after December 9, 2023, which is the 60th day after the date of the Offer, unless prior to that date we have accepted for payment the Shares tendered in the Offer.

For a withdrawal to be effective, a written notice of withdrawal must be timely received by the Depositary at its address set forth on the back cover of this Offer to Purchase and must specify the name of the person who tendered the Shares to be withdrawn, the number and type of Shares to be withdrawn and the name of the registered holder of the Shares to be withdrawn, if different from the name of the person who tendered the Shares. If certificates representing Shares have been delivered or otherwise identified to the Depositary, then, before the physical release of such certificates, the tendering shareholder must also submit the serial numbers shown on the particular certificates evidencing such Shares, and the signature on the notice of withdrawal must be guaranteed by an Eligible Institution. If Shares have been tendered according to the procedures for book-entry transfer of Shares held through the Book-Entry Transfer Facility as set forth in Section 3 — “Procedures for Accepting the Offer and Tendering Shares,” any notice of withdrawal must also specify the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Shares and otherwise comply with the Book-Entry Transfer Facility’s procedures. Withdrawals of tendered Shares may not be rescinded, and any Shares properly withdrawn will no longer be considered validly tendered for purposes of the Offer. However, withdrawn Shares may be retendered by following one of

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the procedures described in Section 3 — “Procedures Accepting the Offer and Tendering Shares” at any time on or before the Expiration Date.

We will resolve all questions as to the validity, form and eligibility (including time of receipt) of notices of withdrawal. We reserve the right to reject all notices of withdrawal determined not to be in proper or complete form or to waive any irregularities or conditions. No notice of withdrawal will be deemed to have been validly made until all defects or irregularities relating thereto have been cured or waived. None of us, Alfasigma, the Depositary, the Information Agent, Intercept or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification.

The method for delivery of any documents related to a withdrawal is at the election and risk of the withdrawing shareholder. Any documents related to a withdrawal will be deemed delivered only when actually received by the Depositary. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.

Certain U.S. Federal Income Tax Considerations of the Offer and the Merger.

The following is a summary of certain U.S. federal income tax considerations relevant to the Offer and the Merger to holders whose Shares are purchased pursuant to the Offer or whose Shares are converted into the right to receive cash in the Merger. This summary is based on the Internal Revenue Code of 1986, as amended (the “Code”), applicable Treasury regulations and administrative and judicial interpretations thereunder, each as in effect as of the date hereof, all of which may change, possibly with retroactive effect. This summary is not a comprehensive description of all U.S. federal income tax considerations that may be relevant to the Offer and the Merger. This discussion applies only to holders that hold their Shares as capital assets within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address considerations relevant to holders subject to special rules, including: holders who hold Shares received pursuant to the exercise of employee stock options or otherwise as compensation, persons holding Shares as part of a hedge, straddle or other risk reduction strategy or as part of a conversion transaction or other integrated investment, dealers in securities or currencies, traders in securities that elect to use a mark-to-market method of accounting for their securities holdings, holders who are partnerships, S corporations or other pass-through entities for U.S. federal income tax purposes or investors in such partnerships, S corporations or other pass-through entities, banks or financial institutions, regulated investment companies, real estate investment trusts, insurance companies, tax-exempt organizations, governmental organizations, U.S. expatriates and former citizens or long-term residents of the United States, entities subject to the U.S. anti-inversion rules, “controlled foreign corporations,” “passive foreign investment companies” or corporations that accumulate earnings to avoid U.S. federal income tax, “qualified foreign pension funds” as defined in Section 897(l)(2) of the Code and entities all of the interests of which are held by qualified foreign pension funds, holders that hold or have held, actually or constructively, more than 5% of the Shares during the shorter of (i) the five-year period ending on the date of the consummation of the Offer (or, if applicable, the date of the Merger) and (ii) the period during which the holder held such Shares, or United States Holders (as defined below) whose functional currency is not the U.S. dollar. This discussion does not address (i) any aspect of the alternative minimum tax, (ii) the Medicare contribution tax on net investment income, (iii) the U.S. federal gift or estate tax, or state, local or foreign taxation, (iv) the tax considerations relevant to holders of Shares who exercise dissenters’ or appraisal rights under the DGCL, or (v) the tax considerations relevant to holders of options or warrants to purchase Shares or similar rights to purchase Shares.

If a partnership (or other entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds Shares, the tax treatment of a partner in the partnership generally will depend on the status of the partner, the activities of the partnership and certain determinations made at the partner level. Accordingly, partnerships that hold Shares and partners in such partnerships should consult their tax advisors with regard to the U.S. federal income tax considerations relevant to tendering Shares pursuant to the Offer or having Shares converted to cash pursuant to the Merger.

THIS DISCUSSION IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT TAX ADVICE. HOLDERS SHOULD CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS AS WELL

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AS ANY TAX CONSIDERATIONS ARISING UNDER OTHER U.S. FEDERAL TAX LAWS (INCLUDING ESTATE AND GIFT TAX LAWS), UNDER THE LAWS OF ANY STATE, LOCAL OR FOREIGN TAXING JURISDICTION OR UNDER ANY APPLICABLE TAX TREATY.

United States Holders. For purposes of this discussion, the term “United States Holder” means a beneficial owner of Shares that, for U.S. federal income tax purposes, is or is treated as any of the following:

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an individual who is a citizen or resident of the United States;

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a corporation (or any other entity treated as a corporation for U.S. federal income tax purposes) created or organized under the laws of the United States, any state thereof, or the District of Columbia;

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an estate, the income of which is subject to United States federal income tax regardless of its source; or

•

a trust that (i) is subject to the primary supervision of a U.S. court and all substantial decisions of which are subject to the control of one or more “United States persons” (within the meaning of Section 7701(a)(30) of the Code), or (ii) has a valid election in effect to be treated as a “United States person” for U.S. federal income tax purposes.

The receipt of cash for Shares pursuant to the Offer or the Merger will generally be a taxable transaction for U.S. federal income tax purposes. In general, a United States Holder will recognize gain or loss in an amount equal to the difference, if any, between the amount of cash received for such United States Holder’s Shares sold pursuant to the Offer or converted into the right to receive cash in the Merger (determined before deduction of any applicable withholding taxes) and such United States Holder’s adjusted tax basis in such Shares. A United States Holder’s adjusted tax basis will generally equal the price the United States Holder paid for such Shares. Gain or loss must be determined separately for each block of Shares (i.e., Shares acquired at the same cost in a single transaction) sold pursuant to the Offer or converted into the right to receive cash in the Merger. Such gain or loss generally will be capital gain or loss and will be long-term capital gain or loss if, on the date of the consummation of the Offer (or, if applicable, the date of the Merger), such Shares were held for more than one (1) year. Long-term capital gains recognized by certain non-corporate United States Holders, including individuals, generally are taxable at a reduced rate. The deductibility of capital losses is subject to limitations.

Non-United States Holders. For purposes of this discussion, the term “Non-United States Holder” means a beneficial owner of Shares that is neither a United States Holder nor a partnership (or any other entity or arrangement treated as a partnership for U.S. federal income tax purposes).

A Non-United States Holder will generally not be subject to U.S. federal income tax on gain recognized on Shares sold pursuant to the Offer or converted into the right to receive cash in the Merger unless:

•

the gain is effectively connected with the Non-United States Holder’s conduct of a trade or business in the United States (and, if required by an applicable tax treaty, is attributable to the Non-United States Holder’s permanent establishment in the United States), in which case (i) the Non-United States Holder will be subject to U.S. federal income tax generally in the same manner as if it were a United States Holder (but such Non-United States Holder should provide an IRS Form W-8ECI instead of an IRS Form W-9) and (ii) if the Non-United States Holder is a corporation, it may also be subject to a branch profits tax at a rate of 30% (or such lower rate as may be specified under an applicable tax treaty); or

•

the Non-United States Holder is an individual present in the United States for 183 or more days in the taxable year of the consummation of the Offer (or, if applicable, the taxable year of the Merger) and certain other conditions exist, in which case, the Non-United States Holder will be subject to U.S. federal income tax at a rate of 30% (or such lower rate as may be specified under an applicable tax treaty) on the gain from the exchange of Shares, net of certain U.S. source losses from sales or exchanges of other capital assets, provided the Non-United States Holder has timely filed U.S. federal income tax returns with respect to such losses.

Information Reporting and Backup Withholding. Payments made to United States Holders in connection with the Offer or the Merger generally will be subject to information reporting and may be subject to backup withholding. See Section 3 — “Procedures for Accepting the Offer and Tendering

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Shares — U.S. Federal Backup Withholding.” Backup withholding will apply to a United States Holder unless such United States Holder provides his, her or its correct taxpayer identification number to the Depositary on IRS Form W-9, certifies that such United States Holder is not subject to backup withholding and complies with applicable requirements of the backup withholding rules, or such United States Holder is otherwise exempt from backup withholding and establishes such exemption in a manner satisfactory to the Depositary or other payor. A Non-United States Holder generally will be exempt from information reporting and backup withholding if it certifies on an appropriate IRS Form W-8 that it is not a United States person, or otherwise establishes an exemption in a manner satisfactory to the Depositary or other payor. Proceeds of a disposition of Shares conducted through a non-U.S. office of a non-U.S. broker that does not have certain enumerated relationships with the United States generally will not be subject to backup withholding or information reporting.

Copies of information returns that are filed with the IRS may also be made available under the provisions of an applicable treaty or agreement to the tax authorities of the country in which the Non-United States Holder resides or is established.

Backup withholding is not an additional tax and may be refunded by the IRS to the extent it results in an overpayment of tax, provided that the required information is timely provided to the IRS. Each holder should consult with his, her or its tax advisor as to his, her or its qualification for exemption from backup withholding and the procedure for obtaining such exemption.

Price Range of Shares; Dividends.

The Shares are listed and principally traded on Nasdaq under the symbol “ICPT.” The Shares have been listed on Nasdaq since October 11, 2012. The following table sets forth, for each of the periods indicated, the high and low reported sales price for the Shares on Nasdaq based on published financial sources:

	High			Low
Current Fiscal Year		$	21.86		$	8.82
Fourth Quarter (through October 10, 2023)		$	18.75		$	18.52
Third Quarter, ended September 30, 2023		$	18.74		$	9.70
Second Quarter, ended June 30, 2023		$	19.39		$	8.82
First Quarter, ended March 31, 2023		$	21.86		$	12.19
Fiscal Year ending December 31, 2022		$	21.25		$	10.81
Fourth Quarter, ended December 31, 2022		$	16.76		$	10.92
Third Quarter, ended September 30, 2022		$	21.25		$	12.00
Second Quarter, ended June 30, 2022		$	20.00		$	10.81
First Quarter, ended March 31, 2022		$	18.45		$	12.50
Fiscal Year Ending December 31, 2021		$	38.94		$	11.60
Fourth Quarter, ended December 31, 2021		$	20.50		$	13.51
Third Quarter, ended September 30, 2021		$	20.64		$	11.60
Second Quarter, ended June 30, 2021		$	25.00		$	13.88
First Quarter, ended March 31, 2021		$	38.94		$	18.15

On September 25, 2023, the last full trading day prior to the day on which we announced that we entered into the Merger Agreement, the last sale price of the Shares reported on Nasdaq was $10.44 per Share. On October 10, 2023, the last Nasdaq trading day before we commenced the Offer, the last sale price of the Shares reported on Nasdaq was $18.63 per Share.

We encourage you to obtain a recent quotation for Shares in deciding whether to tender your Shares.

Intercept has never declared or paid cash dividends with respect to the Shares. Under the terms of the Merger Agreement, neither Intercept nor its subsidiaries will declare or pay any dividend in respect of any

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shares of its capital stock (including the Shares) without Alfasigma’s prior written consent. See Section 11 — “The Merger Agreement; Other Agreements — The Merger Agreement — Covenants — Operation of Intercept’s Business Pending the Merger.”

Certain Information Concerning Intercept.

Except as otherwise set forth in this Offer to Purchase, the information concerning Intercept contained in this Offer to Purchase has been taken from or based upon publicly available documents and records on file with the SEC and is qualified in its entirety by reference thereto. You should consider the summary information set forth below in conjunction with the more comprehensive financial and other information set forth in Intercept’s public filings with the SEC (which may be obtained and inspected as described below) and other publicly available information. None of us, Alfasigma or the Information Agent take responsibility for the accuracy or completeness of the information contained in such documents and records or for any failure by Intercept to disclose events that may have occurred or may affect the significance or accuracy of any such information but that are unknown to us, Alfasigma and the Information Agent.

General. Intercept was initially incorporated in the State of Delaware in 2002. Intercept’s principal executive offices are located at 305 Madison Avenue, Morristown, New Jersey, 07960. The telephone number at that location is (646) 747-1000. Intercept is a biopharmaceutical company focused on the development and commercialization of novel therapeutics to treat rare and serious liver diseases, including primary biliary cholangitis and severe alcohol-associated hepatitis.

Available Information. Intercept files annual, quarterly and current reports, proxy statements and other information with the SEC. Intercept’s SEC filings are available to the public over the Internet at the SEC’s website at www.sec.gov. Intercept maintains a website at www.interceptpharma.com. These website addresses are not intended to function as hyperlinks, and the information contained on Intercept’s website and on the SEC’s website is not incorporated by reference in this Offer to Purchase and you should not consider it a part of this Offer to Purchase.

Intercept Financial Projections. Intercept has provided the Board of Directors of Intercept and Intercept’s financial advisors, Barclays Capital Inc. and Centerview Partners LLC, with selected unaudited financial information concerning Intercept, some of which were shared with Alfasigma in connection with its due diligence review. Such information is described in Intercept’s Solicitation/Recommendation Statement on Schedule 14D-9 (the “Schedule 14D-9”), which is being filed with the SEC on the date of this Offer to Purchase and mailed to Intercept’s stockholders together with this Offer to Purchase. Intercept’s stockholders are urged to, and should, carefully read the Schedule 14D-9.

Certain Information Concerning Alfasigma, TURYTES and the Purchaser.

Alfasigma is a società per azioni (joint stock company) incorporated in Italy, a parent of the Purchaser and 84% controlled by TURYTES. Alfasigma’s principal executive offices are located at Via Ragazzi del ’99, 5, 40133 — Bologna, Italy. The telephone number of Alfasigma is +39 051 648 9511. Alfasigma is one of Italy’s leading pharmaceutical companies with a strong international position. The Group has a worldwide presence in over 100 countries where about 3000 people work in research, development, production and distribution. In Italy, Alfasigma is a leader in the prescription products market where, in addition to its strong focus on gastro-intestinal products, it is present in several primary care therapeutic areas. It is popular with the consumer public for a number of nutraceuticals & food supplements that respond to different needs, and that are well known and deeply rooted in the Italian families’ experience. Its historical headquarters is in Bologna, to which another headquarters was added in Milan, while the production sites are: in Italy, in Pomezia (RM), Alanno (PE), Sermoneta (LT) and Trezzano Rosa (MI) and abroad in Tortosa in Spain and in Shreveport (Louisiana) in the United States. The R&D laboratories are in Pomezia and in the Parco Scientifico Tecnologico Kilometro Rosso in Bergamo.

We are a Delaware corporation and a wholly owned subsidiary of Alfasigma, incorporated on September 25, 2023, and we were formed solely for the purpose of engaging in the transactions contemplated by the Merger Agreement, including the Offer and the Merger. Our principal executive offices are located at Via Ragazzi del ’99, 5, 40133 — Bologna, Italy, and the telephone number of our principal executive office is +39 051 648 9511. To date, we have not carried on any activities other than those related to our formation

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and the Merger Agreement, including making the Offer. We have minimal assets and liabilities other than the contractual rights and obligations as set forth in the Merger Agreement. Subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, we and Intercept have agreed to take all necessary action to cause the Merger, with Intercept continuing as the Surviving Corporation.

TURYTES is a società per azioni (joint stock company) incorporated in Italy. Alfasigma’s principal executive offices are located at Galleria Cavour, 4 — 40121 Bologna, Italy. The telephone number of TURYTES is +39 051 648 9552. TURYTES acts as a holding company for ownership interests of Alfasigma and does not have other material business operations.

Additional Information. Certain information relating to Alfasigma, TURYTES and the Purchaser is set forth in Annex A to this Offer to Purchase.

Except as set forth elsewhere in this Offer to Purchase (including Section 10 — “Background of the Offer; Past Contacts, Transactions, Negotiations and Agreements with Intercept,” Section 11 — “The Merger Agreement; Other Agreements” and Annex A): (i) none of the Purchaser, Alfasigma, TURYTES or, after reasonably inquiry, to our knowledge or the knowledge of Alfasigma or TURYTES, any of the persons listed in Annex A, or any associate or affiliate of the foregoing, beneficially owns or has a right to acquire any Shares or any other equity securities of Intercept, (ii) none of the Purchaser, Alfasigma, TURYTES or, after reasonable inquiry, to our knowledge or the knowledge of Alfasigma or TURYTES, any of the persons listed in Annex A, has effected any transaction in the Shares or any other equity securities of Intercept during the 60-calendar-day period preceding the date of this Offer to Purchase, (iii) none of the Purchaser, Alfasigma, TURYTES or, after reasonable inquiry, to our knowledge or the knowledge of Alfasigma or TURYTES, any of the persons listed on Annex A, has any agreement, arrangement or understanding (whether or not legally enforceable) with any other person with respect to any securities of Intercept, (iv) during the two (2) years prior to the date of this Offer to Purchase, there have been no transactions between us, Alfasigma, TURYTES, any of TURYTES’ or Alfasigma’s other direct or indirect subsidiaries or, after reasonable inquiry, to our knowledge or the knowledge of Alfasigma or TURYTES, any of the persons listed on Annex A, on the one hand, and (A) Intercept or any of its affiliates that are not natural persons, for which the aggregate value of the transactions is more than one (1) percent of Intercept’s consolidated revenue for the fiscal year when the transaction occurred or the past portion of the fiscal year for any transaction occurring in the current fiscal year or (B) any executive officer, director, or affiliate of Intercept that is a natural person where the aggregate value of the transaction or series of similar transactions with that person exceeds $60,000; (v) during the two (2) years prior to the date of this Offer to Purchase, there have been no negotiations, transactions or material contacts between us, Alfasigma, TURYTES, any of TURYTES’ or Alfasigma’s other direct or indirect subsidiaries or, after reasonable inquiry, to our knowledge or the knowledge of Alfasigma or TURYTES, any of the persons listed on Annex A, on the one hand, and Intercept or any of its executive officers, directors or affiliates, on the other hand, concerning a merger, consolidation or acquisition, a tender offer or other acquisition of securities, an election of Intercept’s directors or a sale or other transfer of a material amount of assets of Intercept; (vi) there are no present or proposed material agreements, arrangements, understandings or relationships between us, Alfasigma, TURYTES or any of our or their respective executive officers, directors or affiliates, on the one hand, and Intercept or any of its executive officers, directors or affiliates, on the other hand; (vii) during the five (5) years prior to the date of this Offer to Purchase, none of the Purchaser, Alfasigma, TURYTES or, after reasonable inquiry, to our knowledge or the knowledge of Alfasigma or TURYTES, any of the persons listed in Annex A has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); and (viii) during the five (5) years prior to the date of this Offer to Purchase, none of the Purchaser, Alfasigma, TURYTES or, after reasonable inquiry, to our knowledge or the knowledge of Alfasigma or TURYTES, any of the persons listed in Annex A has been a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining him, her or it from future violations of, or prohibiting activities subject to, U.S. federal or state securities laws, or a finding of any violation of U.S. federal or state securities laws.

Available Information. Pursuant to Rule 14d-3 under the Exchange Act, we and Alfasigma have filed with the SEC a Tender Offer Statement on Schedule TO (as may be amended or supplemented from time to time, the “Schedule TO”), of which this Offer to Purchase forms a part, and this Offer to Purchase and

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other exhibits to the Schedule TO are available to the public over the Internet at the SEC’s website at www.sec.gov. Alfasigma maintains a website at www.alfasigma.com. These website addresses are not intended to function as hyperlinks, and the information contained on Alfasigma’s website and on the SEC’s website is not incorporated by reference in this Offer to Purchase and you should not consider it a part of this Offer to Purchase.

Source and Amount of Funds.

We estimate that we will need approximately $795 million in cash to purchase all Shares pursuant to the Offer, to pay the consideration in respect of all Shares that are not tendered and that will each be converted in the Merger into the right to receive the Offer Price (except as provided in the Merger Agreement with respect to Excluded Shares and Dissenting Shares) and to pay related fees and expenses. Alfasigma, our parent company, will provide us with sufficient funds to make such payments. Alfasigma expects to fund such payments from a combination of available cash and (i) Euro 80,000,000.00 in a financing from Banca Nazionale del Lavoro S.p.A. (“BNL”), pursuant to a revolving loan agreement entered into on February 28, 2022 between Alfasigma and BNL (the “BNL Loan”), (ii) Euro 100,000,000.00 in a financing from BPER Banca S.p.A. (“BPER”), pursuant to a loan agreement entered into on July 28, 2023 between Alfasigma and BPER (the “BPER Loan”), (iii) Euro 150,000,000.00 in a financing from Unicredit S.p.A. (“Unicredit”), pursuant to a revolving loan agreement entered into on November 16, 2022 between Alfasigma and Unicredit (the “Unicredit Loan”), (iv) Euro 100,000,000.00 in a financing from Intesa Sanpaolo S.p.A. (“ISP”), pursuant to a revolving loan agreement entered into on January 28, 2022 between Alfasigma and ISP (the “ISP Loan”), (v) Euro 100,000,000.00 in a financing from Banco BPM S.p.A. (“BPM”), pursuant to a revolving loan agreement entered into on December 20, 2022 between Alfasigma and BPM (the “2022 BPM Loan”), and (vi) Euro 100,000,000.00 in a financing from BPM, pursuant to a loan agreement entered into on September 15, 2023 between Alfasigma and BPM (the “2023 BPM Loan”), each of such financings as described below. No alternative financing arrangements or alternative financing plans have been made.

The summaries below do not purport to be complete and are qualified in their entirety by reference to the full text of the BNL Loan, the BPER Loan, the Unicredit Loan, the ISP Loan, the 2022 BPM and the 2023 BPM Loan, English translations of which are filed as Exhibits (b)(1) — (b)(6), respectively, to the Schedule TO, which are incorporated in this document by reference. Stockholders of Intercept and other interested parties should read the full agreements for a more complete description of the provisions summarized below.

Debt Financing

Euro 80,000,000 BNL Loan

On February 28, 2022, Alfasigma entered as borrower into a revolving credit agreement with BNL, pursuant to which, subject to the terms and conditions set forth therein, BNL committed to provide a revolving loan facility in an aggregate principal amount of Euro 80,000,000 (the “BNL Loan”). The interest rate on the facility is (i) in respect of loans denominated in U.S. dollars, equal to SOFR plus a margin of 0.85% per annum and (ii) in respect of loans denominated in euro, equal to EURIBOR plus a margin of 0.60% per annum (it being understood that, should the interest rate be negative, the interest rate for that year will be deemed to be equal to 0). In addition, a ticking fee (as a percentage of the unused loan) is payable by Alfasigma.

Borrowing under the BNL Loan is available until one month before the maturity date. The maturity date of the BNL Loan is February 28, 2025, unless terminated earlier pursuant to the terms therein. Borrowings may be used for general cash flow needs, including the payment of any costs associated with this financing.

BNL’s obligations to make the commitments available under the BNL Loan are subject to several conditions customary for a credit agreement of this type, as set forth in the BNL Loan, which include, among others, the non-occurrence of a Material Event and/or a Material Adverse Event (as defined in the BNL Loan) on Alfasigma, the truthfulness, accuracy and completeness of the representations and warranties related to Alfasigma as set forth in the BNL Loan, which are deemed to be repeated on the date of each

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draw down and which relate to status, organization, powers, compliance with the applicable laws, the absence of Material Events and/or Material Adverse Events, compliance with other binding obligations set forth in the BNL Loan and the delivery of certain financial statements of Alfasigma for the applicable fiscal year.

The BNL Loan will be freely prepayable without penalty (subject to breakage cost) and contains customary covenants and events of default.

ii.

Euro 100,000,000 BPER Loan

On July 28, 2023, Alfasigma entered as borrower into a credit agreement with BPER, pursuant to which, subject to the terms and conditions set forth therein, BPER committed to provide a term loan facility in an aggregate principal amount of Euro 100,000,000 (the “BPER Loan”). The applicable annual interest rates will be EURIBOR plus a margin of 1.05% per annum (it being understood that (i) should the Borrower have put in place non-speculative derivate instruments with BPER for coverage of the financing and should the applicable EURIBOR rate be negative, the EURIBOR rate for that year will be deemed to be equal to 0; and (ii) should the Borrower not have put in place non-speculative derivate instruments with BPER for coverage of the financing and should the applicable interest rate be negative, the interest rate for that year will be deemed to be equal to 0). In addition, a ticking fee (as a percentage of the unused loan) is payable by Alfasigma.

Borrowing under the BPER Loan is available until one month before the maturity date. The maturity date of the BPER Loan is December 31, 2027, unless terminated earlier pursuant to the terms therein. The BPER Loan does not impose any limitations on permitted uses of the borrowings.

BPER’s obligations to make the commitments available under the BPER Loan are subject to several conditions as set forth in the BPER Loan, customary for a credit agreement of this type, which include the non-occurrence of an event of default or an event leading to the termination of the agreement and the truthfulness, accuracy and completeness of the representations and warranties related to Alfasigma as set forth in the BPER Loan, which are deemed to be repeated on the date of each draw down and which relate to, among other things, status, organization, powers, compliance with applicable laws, insolvency proceedings and compliance with other binding obligations set forth in the BPER Loan.

The BPER Loan will be freely prepayable without penalty (subject to breakage cost) and contains customary covenants and events of default.

iii.

Euro 150,000,000 Unicredit Loan

On November 16, 2022, Alfasigma entered as borrower into a revolving credit agreement with Unicredit, pursuant to which, subject to the terms and conditions set forth therein, Unicredit committed to provide a revolving loan facility in an aggregate principal amount of Euro 150,000,000.00 (the “Unicredit Loan”). The interest rate on the facility is equal to EURIBOR plus a margin of 0.95% per annum (it being understood that, should the interest rate be negative, the interest rate for that year will be deemed to be equal to 0). At the option of Alfasigma, the margin may be adjusted and linked to sustainability parameters to be negotiated by Unicredit and Alfasigma. In addition, a ticking fee (as a percentage of the unused loan) is payable by Alfasigma.

Borrowing under the Unicredit Loan is available until November 16, 2024. The maturity date of the Unicredit Loan is December 31, 2027, unless terminated earlier pursuant to the terms therein. Borrowings may be used for general cash flow needs, including the payment of any costs associated with this financing

Unicredit’s obligations to make the commitments available under the Unicredit Loan are subject to several conditions customary for a credit agreement of this type, as set forth in the Unicredit Loan, which include, among others, the non-occurrence of a Material Event (as defined in the Unicredit Loan) on Alfasigma, the truthfulness, accuracy and completeness of the representations and warranties related to Alfasigma as set forth in the Unicredit Loan, which are deemed to be repeated on the date of each draw down and which relate to status, organization, powers, compliance with the applicable laws, the assets and liabilities of Alfasigma, the absence of Material Events and other binding obligations set forth in the Unicredit Loan.

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The Unicredit Loan will be freely prepayable without penalty (subject to breakage cost) and contains customary covenants and events of default.

iv.

Euro 100,000,000 ISP Loan

On January 28, 2022, Alfasigma entered as borrower into a revolving credit agreement with ISP, pursuant to which, subject to the terms and conditions set forth therein, ISP committed to provide a revolving loan facility in an aggregate principal amount of Euro 100,000,000 (the “ISP Loan”). The interest rate on the facility is equal to EURIBOR plus a margin of 0.70% per annum (it being understood that, should the interest rate be negative, the interest rate for that year will be deemed to be equal to 0). In addition, a ticking fee (as a percentage of the unused loan) is payable by Alfasigma.

Borrowing under the ISP Loan is available until one month before the maturity date. The maturity date of the ISP Loan is January 28, 2026, unless terminated earlier pursuant to the terms therein. Borrowings may be used for general cash flow needs, including the payment of any costs associated with this financing.

ISP’s obligations to make the commitments available under the ISP Loan are subject to several conditions customary for a credit agreement of this type, as set forth in the ISP Loan, which include, among others, the non-occurrence of a Material Event (as defined in the ISP Loan) on Alfasigma, the truthfulness, accuracy and completeness of the representations and warranties related to Alfasigma as set forth in the ISP Loan, which are deemed to be repeated on the date of each draw down and which relate to status, organization, powers compliance with the applicable laws, the assets and liabilities of Alfasigma, the absence of Material Events and other binding obligations set forth in the ISP Loan.

The ISP Loan will be freely prepayable without penalty (subject to breakage cost) and contains customary covenants and events of default.

Euro 100,000,000 2022 BPM Loan

On December 20, 2022, Alfasigma entered as borrower into a revolving line of credit agreement with BPM, pursuant to which, subject to the terms and conditions set forth therein, BPM committed to provide a revolving line of credit facility in an aggregate principal amount of Euro 100,000,000 (the “2022 BPM Loan”). The interest rate on the facility is equal to EURIBOR plus a margin of 0.75% per annum. In addition, a ticking fee (as a percentage of the unused loan) is payable by Alfasigma.

Borrowing under the 2022 BPM Loan is available until November 20, 2025. The maturity date of the 2022 BPM Loan is December 20, 2025, unless terminated earlier pursuant to the terms therein. The borrowings may be used for general cash flow needs, including the payment of costs associated with the financing.

BPM’s obligations to make the commitments available under the 2022 BPM Loan are subject to several conditions, customary for a credit agreement of this type, as set forth in the 2022 BPM Loan which include, among others, the non-occurrence of a Material Event (as defined in the 2022 BPM Loan) and the truthfulness, accuracy and completeness of the representations and warranties related to Alfasigma as set forth in the 2022 BPM Loan, which are deemed to be repeated on the date of each draw down and which relate to, among other things, status, organization, powers, compliance with the applicable laws, insolvency proceedings and compliance with other binding obligations set forth in the 2022 BPM Loan.

The 2022 BPM Loan will be freely prepayable without penalty (subject to breakage cost) and contains customary covenants and events of default.

vi.

Euro 100,000,000 2023 BPM Loan

On September 15, 2023, Alfasigma entered as borrower into a credit agreement with BPM, pursuant to which, subject to the terms and conditions set forth therein, BPM committed to provide a term loan facility in an aggregate principal amount of Euro 100,000,000 (the “2023 BPM Loan”). The interest rate on the facility is equal to EURIBOR plus a margin of 0.880% per annum (it being understood that, should the interest rate be negative, the interest rate for that year will be deemed to be equal to 0). Upon the achievement

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(and maintenance) of certain sustainability targets, the applicable margin may be reduced by 0.030%. In addition, a ticking fee (as a percentage of the unused loan) is payable by Alfasigma.

Borrowing under the 2023 BPM Loan is available until September 30, 2024. The maturity date of the 2023 BPM Loan is September 30, 2026, unless terminated earlier pursuant to the terms therein. The borrowings may be used for general corporate needs.

BPM’s obligations to make the commitments available under the 2023 BPM Loan are subject to several conditions customary for a credit agreement of this type as set forth in the 2023 BPM Loan which include, among others, the non-occurrence of a Material Event (as defined in the 2023 BPM Loan) and the truthfulness, accuracy and completeness of the representations and warranties related to Alfasigma as set forth in the 2023 BPM Loan, which are deemed to be repeated on the date of each draw down and which relate to, among other things, status, organization, powers, compliance with the applicable laws, insolvency proceedings and compliance with other binding obligations set forth in the 2023 BPM Loan.

The 2023 BPM Loan will be freely prepayable without penalty (subject to breakage costs) and contains customary covenants and events of default.

10.

Background of the Offer; Past Contacts, Transactions, Negotiations and Agreements with Intercept.

The following is a description of material contacts between and among representatives of Alfasigma and representatives of Intercept that resulted in the execution of the Merger Agreement and the agreements related to the Offer and the Merger. For a more detailed discussion of Intercept’s activities relating to these contacts, please refer to the Schedule 14D-9 that is being filed by Intercept with the SEC and mailed to Intercept stockholders with this Offer to Purchase. This chronology does not purport to catalogue every conversation of or among members of the Intercept Board, Intercept management, Intercept’s advisors, Alfasigma, the Alfasigma Board, Alfasigma management, Alfasigma’s advisors or any other person.

Background of the Offer

From time to time in the ordinary course of its business, Alfasigma evaluates various business opportunities and considers a variety of transactions to enhance its business, including licensing arrangements, acquisitions of assets and other inorganic growth opportunities. In particular, starting from July 2022 the Alfasigma board formulated a growth strategy that includes the expansion of Alfasigma’s presence in the U.S. market.

In the fourth quarter of 2021, Intercept invited Alfasigma to assess its interest in the potential divestiture of Intercept’s international business. Alfasigma submitted a non-binding offer in April 2022, but was not selected to participate in the final stage of the bidding process.

Between April 2023 and July 2023, representatives of Alfasigma contacted Mr. Gino Santini, a member of the Intercept Board, to discuss the possibility of Mr. Santini serving as a director on the Board of Directors of Alfasigma (“Alfasigma Board”). Alfasigma has not made an offer of directorship to Mr. Santini, and Mr. Santini contacted Alfasigma to withdraw from further discussion and consideration on September 15, 2023.

On May 30, 2023, as a general update regarding Alfasigma’s growth strategy, Mr. Francesco Balestrieri, the Chief Executive Officer of Alfasigma, illustrated to Alfasigma Board potential targets, including Intercept, which could be considered for a business combination with Alfasigma in the future.

On June 23, 2023, Mr. Carlo Incerti, a member of Alfasigma Board, contacted Mr. Paolo Fundarò, the chairman of the Intercept Board, and expressed interest in a potential transaction involving Intercept.

On July 6, 2023, Alfasigma was contacted by Intercept’s financial advisors, Centerview Partners LLC (“Centerview”) and Barclays Capital Inc. (“Barclays”), with respect to the potential transaction between Alfasigma and Intercept. Alfasigma reiterated its interest in engaging in further discussions.

On July 10, 2023, Alfasigma entered into a confidentiality agreement with Intercept in connection with the evaluation, negotiation or completion of a potential negotiated transaction between Alfasigma and

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Intercept. The confidentiality agreement contained standstill provisions, which ceased to be effective upon the execution of the Merger Agreement and the announcement of the transactions contemplated by the Merger Agreement.

On July 17, 2023, Alfasigma engaged Sullivan & Cromwell LLP (“Sullivan & Cromwell”) to assist with its evaluation of a potential acquisition of Intercept, including legal due diligence, negotiation of definitive documentation and other relevant aspects of the potential transaction.

On July 19, 2023, Alfasigma engaged PJT Partners (UK) Limited (“PJT”) as its financial advisor to assist with its evaluation and negotiation of a potential acquisition of Intercept by Alfasigma.

On July 25, 2023, Mr. Balestrieri provided an update to Alfasigma Board regarding Alfasigma management’s search and evaluation of potential growth opportunities, and informed Alfasigma Board that a potential transaction involving Intercept was in the preliminary phase of assessment.

On the same day, Alfasigma participated in a management presentation session with Intercept management, who made presentations based on non-public diligence information. The management presentations included selected unaudited financial information concerning Intercept, which are more fully described in the Intercept’s Solicitation/Recommendation Statement on Schedule 14D-9.

Between July 20 and August 14, 2023, Alfasigma requested, and Intercept provided, limited confidential due diligence materials to assist with Alfasigma’s evaluation and submission of a proposal for a potential transaction involving Intercept.

On July 26, 2023, Alfasigma received a process letter from Barclays and Centerview, requesting that Alfasigma submit a proposal by August 15, 2023.

Between August 3 and August 4, 2023, representatives of Alfasigma held multiple discussions with representatives of Intercept regarding various due diligence topics.

On August 15, 2023, Alfasigma submitted a non-binding offer letter, proposing an acquisition of all outstanding common stock of Intercept for $16.75 per share in cash, subject to due diligence and other conditions.

Between August 15 and September 20, 2023, Alfasigma and its representatives submitted diligence requests and questions for Intercept to respond.

On August 21, 2023, representatives of Alfasigma received from Centerview representatives the message that Alfasigma was selected by the Intercept Board to proceed to the next round of the bidding process, but that its proposal was insufficient and Alfasigma needed to significantly improve its proposal.

On August 23, 2023, representatives of Alfasigma were granted access to the virtual dataroom containing confidential due diligence materials of Intercept.

On September 1, 2023, Alfasigma received a new process letter from Intercept, requesting its updated and final proposal by September 22, 2023.

On September 5, 2023, Alfasigma received an initial draft merger agreement prepared by Skadden, Arps, Slate, Meagher & Flom LLP, Intercept’s outside M&A counsel (“Skadden”).

Between September 7 and September 21, 2023, representatives of Alfasigma held multiple discussions with the representatives of Intercept regarding various due diligence topics.

On September 15, 2023, representatives of PJT were contacted by representatives of Centerview, who reiterated that Alfasigma would need to significantly improve its proposal in order for the Intercept Board to approve a transaction.

On September 18, 2023, Sullivan & Cromwell provided to Skadden a markup of the draft merger agreement, following which, discussions and negotiations among representatives of Sullivan & Cromwell and Skadden continued until the signing of the Merger Agreement on September 26, 2023. The parties exchanged revised drafts of the merger agreement during this time and negotiated, among other issues, the

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scope of the conditions to closing, the Intercept Board’s ability to change its recommendation and terminate the Merger Agreement to accept a Superior Offer, the termination fee payable by Intercept and the treatment of Intercept equity awards.

On September 22, 2023, Alfasigma Board convened and following discussion, among other things, unanimously approved and deemed advisable the execution of the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Offer and the Merger.

Later that day, Alfasigma submitted an updated proposal to acquire all outstanding common stock of Intercept for $18.50 per share in cash (the “September 22 Proposal”). In the September 22 Proposal, Alfasigma also expressed its commitment to finalizing the transaction expeditiously and that announcing a transaction “in a matter of days would benefit all of our constituents.”

On September 24, 2023, Alfasigma and PJT received the response from Intercept’s financial advisors that the September 22 Proposal was insufficient and needed to be improved. Intercept’s financial advisors noted that the sale process remained competitive and conveyed to Alfasigma the message from Intercept Board that the price would need to be as close as possible to $20.00 per share in order for the transaction to be satisfactory.

Later on the same day, representatives of PJT contacted representatives of Centerview and delivered Alfasigma’s final proposal to acquire all outstanding common stock of Intercept for $19.00 per share in cash (the “Final Proposal”), confirming that Alfasigma agreed with Intercept’s goal to announce a transaction on September 26, 2023.

Between September 24 and September 26, 2023, representatives of Sullivan & Cromwell and Skadden resolved the material open terms in the Merger Agreement, including the termination fee, treatment of Intercept equity awards and the closing conditions.

On September 25, 2023, Mr. Balestrieri, Mr. Jerome Durso, the Chief Executive Officer of Intercept, and other representatives of Alfasigma and Intercept, discussed and negotiated the treatment of Intercept equity awards in the Merger Agreement.

In the morning of September 26, 2023, the members of the Intercept Board participating in the decision unanimously (i) determined that the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Offer and the Merger, are fair to, and in the best interest of, Intercept and its stockholders, (ii) declared it advisable for Intercept to enter into the Merger Agreement, (iii) approved the execution, delivery and performance by Intercept of the Merger Agreement and the consummation of the transactions contemplated by the Merger Agreement, including the Offer and the Merger, (iv) agreed that the Merger shall be effected pursuant to Section 251(h) of the DGCL and (v) agreed to recommend that the stockholders of Intercept accept the Offer and tender their Shares to the Purchaser pursuant to the Offer.

Alfasigma, the Purchaser, and Intercept executed the Merger Agreement and announced the execution of the Merger Agreement prior to the opening of trading on Nasdaq on September 26, 2023.

On October 11, 2023, the Purchaser commenced the Offer.

For more information on the Merger Agreement and the other agreements related to the Offer and the Merger, see Section 8 — “Certain Information Concerning Alfasigma, TURYTES and the Purchaser,” Section 9 — “Source and Amount of Funds” and Section 11 — “The Merger Agreement; Other Agreements.”

11.

The Merger Agreement; Other Agreements.

The Merger Agreement

The following is a summary of certain provisions of the Merger Agreement. This summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is filed as Exhibit (d)(1) to the Schedule TO, which is incorporated in this document by reference. Stockholders of Intercept and other interested parties should read the Merger Agreement for a more complete description of the provisions summarized below.

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Explanatory Note Regarding the Merger Agreement

This summary of the Merger Agreement is included to provide you with information regarding its terms. Factual disclosures about Alfasigma, us and Intercept or any of their respective affiliates contained in this Offer to Purchase or in their respective public reports filed with the SEC, as applicable, may supplement, update or modify the factual disclosures about Alfasigma, us and Intercept or any of their respective affiliates contained in the Merger Agreement. The representations, warranties and covenants made in the Merger Agreement by Alfasigma, us and Intercept were qualified and subject to important limitations agreed to by Alfasigma, us and Intercept in connection with negotiating the terms of the Merger Agreement.

In particular, in your review of the representations and warranties contained in the Merger Agreement and described in this summary, it is important to bear in mind that the representations and warranties were negotiated with the principal purposes of establishing the circumstances in which a party to the Merger Agreement may have the right not to consummate the Offer or the Merger if the representations and warranties of the other party prove to be untrue due to a change in circumstance or otherwise, and purpose of allocating risk between the parties to the Merger Agreement, rather than establishing matters as facts. Stockholders of Intercept are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts or condition of Intercept. The representations and warranties may also be subject to a contractual standard of materiality different from those generally applicable to stockholders and reports and documents filed with the SEC, and in some cases were qualified by disclosures set forth in schedules that were provided by a party to the Merger Agreement but are not publicly filed as part of the Merger Agreement. Moreover, information concerning the subject matter of the representations and warranties, which do not purport to be accurate as of the date of this Offer to Purchase, may have changed since the date of the Merger Agreement and subsequent developments or new information qualifying a representation or warranty may have been included in this Offer to Purchase.

The Offer

The Merger Agreement provides that we will commence the Offer as promptly as practicable but no later than October 11, 2023, and that, subject to the satisfaction of the Minimum Condition, the Termination Condition and the satisfaction or waiver by us of the other Offer Conditions that are described in Section 15 — “Conditions to the Offer,” we will, immediately after the expiration of the Offer, accept for payment all Shares validly tendered and not properly withdrawn pursuant to the Offer (such time of acceptance, the “Acceptance Time”) and promptly pay for such Shares. The initial Expiration Date will be at one (1) minute after 11:59 p.m. Eastern Time, on November 7, 2023.

Terms and Conditions of the Offer

Our obligation to accept for payment, and pay for, any Shares tendered (and not validly withdrawn) pursuant to the Offer is subject to the terms and conditions set forth in the Merger Agreement, including the satisfaction of the Minimum Condition, the Termination Condition and the other Offer Conditions described Section 15 — “Conditions to the Offer.” The Offer Conditions are for the sole benefit of Alfasigma and us and (except for the Minimum Condition, the Termination Condition and the conditions relating to the expiry of the HSR waiting period and the absence of governmental action opposing the transaction) may be waived by Alfasigma and us, in whole or in part, at any time and from time to time, in the sole discretion of Alfasigma and us, to the extent permitted under applicable legal requirements. We expressly reserve the right, to the extent permitted by the applicable legal requirements, (i) to increase the Offer Price, (ii) waive any Offer Condition (except for the Minimum Condition and Termination Condition and the conditions relating to the expiry of the HSR waiting period and the absence of governmental action opposing the transaction), and (iii) make any other changes in the terms and conditions of the Offer not inconsistent with the terms of the Merger Agreement; except that, unless previously approved by Intercept in writing, Alfasigma and we will not (A) decrease the Offer Price (other than for an adjustment pursuant to the Merger Agreement), (B) change the form of consideration payable in the Offer, (C) decrease the maximum number of Shares sought to be purchased in the Offer, (D) impose conditions or requirements to the Offer in addition to the Offer Conditions described in Section 15 — “Conditions to the Offer,” (E) amend, modify or waive the Minimum Condition, Termination Condition or certain conditions set forth in the Merger Agreement and described in Section 15 — “Conditions to the Offer,” (F) otherwise amend or modify any of

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the other terms of the Offer in a manner that would adversely affect any holder of Shares in its capacity as such (provided that, to the extent permitted, we expressly reserve the right but shall not be obligated to waive any of the Offer Conditions to the extent permitted under the Merger Agreement), (G) terminate the Offer or accelerate, extend or otherwise change the Expiration Date, except as otherwise provided in the Merger Agreement, or (H) provide any “subsequent offering period” (or any extension thereof) within the meaning of Rule 14d-11 promulgated under the Exchange Act.

Expiration and Extension of the Offer

The initial Expiration Date will be at one (1) minute after 11:59 p.m. Eastern Time, on November 7, 2023.

The Merger Agreement provides that, subject to our rights and Intercept’s rights to terminate the Merger Agreement in accordance with its terms or terminate the Offer under certain circumstances, we will extend the Offer as follows:

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for any period required by any legal requirement, any interpretation or position of the SEC, the staff thereof or Nasdaq applicable to the Offer;

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at the request of Intercept or in its own discretion, for successive periods of up to ten (10) business days each, if, as of the then-scheduled Expiration Date, all Offer Conditions have been satisfied or waived (if permitted thereunder, and other than any such conditions of the Offer that by their nature are to be satisfied at the expiration of the Offer (provided such conditions would be capable of being satisfied or validly waived were the expiration of the Offer to occur at such time)), except that the Minimum Condition has not been satisfied as of any then-scheduled Expiration Date, in order to permit the satisfaction of the Minimum Condition, it being understood and agreed that we will not be required to extend the Offer pursuant to this paragraph on more than two (2) occasions, but we may, in our sole and absolute discretion elect to do so.

In no event will we (i) be required to extend the Offer beyond the earlier to occur of (x) the termination of the Merger Agreement pursuant to its terms, and (y) midnight Eastern Time, on January 26, 2024 (the “End Date”) (such earlier occurrence, the “Extension Deadline”); or (ii) be permitted to extend the Offer beyond the Extension Deadline without the prior written consent of Intercept. Subject to the parties’ respective termination rights under the Merger Agreement, we will not terminate the Offer, or permit the Offer to expire, prior to the Extension Deadline without the prior written consent of Intercept.

The Offer Price

The Offer Price for each Share is $19.00 per Share, net to the seller in cash, without interest and subject to any applicable withholding taxes.

The Merger

The Merger Agreement provides that as soon as practicable (and in any event within one (1) business day) following the Acceptance Time and the satisfaction or waiver of the conditions for the consummation of the Merger set forth below, we will merge with and into Intercept, with Intercept continuing as the Surviving

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Corporation, pursuant to the provisions of Section 251(h) of the DGCL, with no stockholder approval required to consummate the Merger. At the closing, we, Alfasigma and Intercept will cause a certificate of merger to be filed with the Secretary of State of the State of Delaware as required by, and executed and acknowledged in accordance with, the relevant provisions of the DGCL, and make such other filings or recordings and take all such further actions as are required by the DGCL or other legal requirements in connection with the Merger. The Merger shall become effective upon the date and time of the filing of that certificate of merger with the Secretary of State of the State of Delaware or such later time as we, Alfasigma and Intercept may agree and as specified in the certificate of merger. At the Effective Time, our separate existence will cease, and Intercept will continue as the Surviving Corporation and will possess all of the rights, powers, privileges and franchises, and be subject to all of the obligations, liabilities, restrictions and disabilities, of us and Intercept.

Merger Closing Conditions

The obligations of us, Alfasigma and Intercept to consummate the Merger are subject to the satisfaction of each of the following conditions:

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We have accepted for payment all Shares validly tendered and not validly withdrawn pursuant to the Offer; and

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no governmental body of competent jurisdiction in a jurisdiction where either Alfasigma and its affiliates or Intercept and its subsidiaries operates their respective businesses or own any material assets shall have issued, promulgated, enacted or deemed applicable to the Merger or the Offer any order, injunction, decree, ruling or other legal requirement (whether temporary, preliminary or permanent) or taken any other action, in each case restraining, enjoining, making illegal or otherwise prohibiting the consummation of the Merger or the Offer, which order, injunction, decree, ruling, or other legal requirement or action remains in effect.

Merger Consideration

At the Effective Time, each Share issued and outstanding immediately prior to the Effective Time will be converted into the right to receive cash in an amount equal to the Merger Consideration, subject to any applicable withholding taxes, except for Shares (i) held by Alfasigma, the Purchaser or any of their direct or indirect wholly owned subsidiaries (including, for the avoidance of doubt, any Shares acquired by the Purchaser in the Offer) or by Intercept, which will be automatically cancelled and no payment made with respect thereto or (ii) held by any stockholder who is entitled to demand and has properly demanded appraisal for such Shares in the time and manner provided in Section 262 of the DGCL (unless such stockholder fails to perfect, withdraws or loses the right to appraisal). Each outstanding share of us owned by Alfasigma immediately prior to the Effective Time will be converted at the Effective Time into one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

Intercept Equity Awards

Except as otherwise agreed, at the Effective Time, each Intercept Option that is outstanding and unexercised as of immediately prior to the Effective Time, whether or not vested, and that has a per share exercise price that is less than the Merger Consideration, will be cancelled and converted into the right to receive a cash payment equal to the product of (i) the excess of the Merger Consideration over the exercise price payable per Share of such Intercept Option and (ii) the total number of Shares subject to such Intercept Option immediately prior to the Effective Time, less applicable taxes required to be withheld with respect to such payment. At the Effective Time, each Intercept Option other than those described in the preceding sentence that is then outstanding and unexercised as of immediately prior to the Effective Time, whether or not vested, will be cancelled with no consideration payable in respect thereof.

At the Effective Time, each Intercept PSU that is outstanding as of immediately prior to the Effective Time will be cancelled and the holder thereof will be entitled to receive a cash payment (without interest) equal to the product of the Merger Consideration and the number of Shares subject to such Intercept PSU as of immediately prior to the Effective Time based upon the actual level of performance determined in

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accordance with the terms of the applicable Intercept PSU award agreement, less applicable taxes required to be withheld with respect to such payment.

At the Effective Time, each Intercept RSU that is outstanding as of immediately prior to the Effective Time will be converted into the contingent right to receive a cash payment (without interest) equal to the product of the Merger Consideration and the number of Shares subject to such Intercept RSU as of immediately prior to the Effective Time, less applicable taxes required to be withheld with respect to such payment. Subject to the applicable holder’s continued service with Alfasigma and its affiliates (including the Surviving Corporation and its subsidiaries) after the consummation of the transaction, such contingent right to receive a cash payment in respect of Intercept RSUs will vest and become payable in accordance with the vesting schedule (including any vesting acceleration provisions) that applied to the corresponding portion of the applicable Intercept RSUs immediately prior to the Effective Time. Such contingent right to receive cash payment in respect of Intercept RSUs will otherwise remain subject to the same terms and conditions that are applicable to the underlying Intercept RSUs immediately prior to the Effective Time (except for terms rendered inoperative by reason of the transactions contemplated by the Merger Agreement).

Representations and Warranties

Alfasigma, the Purchaser and Intercept each made a number of representations and warranties in the Merger Agreement regarding corporate matters and other facts pertinent to the Merger and, in the case of Intercept, regarding its business, financial conditions, compliance matters and other facts. Alfasigma, the Purchaser and Intercept made representations and warranties as to:

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corporate organization, standing and power;

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authorization of the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, by the respective companies;

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the lack of conflicts and required filings and consents;

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absence of undisclosed material litigation;

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absence of untrue statements of material fact or omissions of material fact in the offer documents, and Schedule 14D-9 to be filed with the SEC;

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the use of brokers and other advisors; and

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non-reliance on any other representations and warranties.

In addition, Intercept made representations and warranties as to:

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delivery of organizational documents of Intercept and its subsidiaries;

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capitalization;

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filings and reports with the SEC and financial statements;

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internal controls over financial reporting and the maintenance of disclosure controls and procedures;

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absence of certain changes or events;

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title to assets;

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real property;

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intellectual property;

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data privacy;

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material contracts;

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liabilities and indebtedness;

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compliance with legal requirements;

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regulatory matters;

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certain business practices;

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governmental authorizations;

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tax matters;

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employee matters;

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benefit plans;

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environmental matters;

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insurance;

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legal proceedings; orders;

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requisite Intercept stockholder approval;

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state anti-takeover statutes;

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the opinion of Intercept’s financial advisors;

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related party transactions; and

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standstill.

Some of the representations and warranties in the Merger Agreement made by Intercept are qualified as to knowledge, “materiality,” “Material Adverse Effect” or similar qualifications as to materiality. For purposes of the Merger Agreement, “Material Adverse Effect” means any event, occurrence, circumstance, change or effect which, individually or when taken together with all other events, occurrences, circumstances, changes or effects which have occurred in the applicable determination period for a Material Adverse Effect, has had or would reasonably be expected to have a material adverse effect on (a) the ability of Intercept to consummate the transactions contemplated by the Merger Agreement on or before the End Date or (b) the business, assets, financial condition or results of operations of Intercept and its subsidiaries, taken as a whole; provided, however, that for purposes of clause (b) of this definition only, none of the following shall be deemed to constitute or be taken into account in determining whether there is, or would reasonably be expected to be, a Material Adverse Effect: (i) any change in the market price or trading volume of Intercept’s stock or change in Intercept’s credit ratings; provided that the underlying causes of any such change may be considered in determining whether a Material Adverse Effect has occurred to the extent not otherwise excluded by another exception herein; (ii) any event, occurrence, circumstance, change or effect directly resulting from the announcement, pendency or performance of the transactions contemplated by the Merger Agreement (other than for certain specified exceptions in the Merger Agreement); (iii) any event, occurrence, circumstance, change or effect generally affecting the industries in which Intercept and its subsidiaries operate or in the economy generally or other general business, financial or market conditions; (iv) any event, occurrence, circumstance, change or effect arising directly or indirectly from or otherwise relating to fluctuations in the value of any currency or interest rates; (v) any event, occurrence, circumstance, change or effect arising directly or indirectly from or otherwise relating to any act of terrorism, war, national or international calamity, natural disaster, acts of god, epidemic, pandemic or any other similar event; (vi) the failure of Intercept to meet internal or analysts’ expectations or projections; provided that the underlying causes of such failure may be considered in determining whether a Material Adverse Effect has occurred to the extent not otherwise excluded by another exception herein; (vii) any adverse effect arising from or otherwise relating to any action taken by Intercept or its subsidiaries at the written direction of Alfasigma or the Purchaser or any action specifically required to be taken by Intercept or its subsidiaries under the Merger Agreement, or the failure of Intercept or its subsidiaries to take any action that Intercept and its subsidiaries are specifically prohibited by the terms of the Merger Agreement from taking to the extent Alfasigma fails to give its consent to such action after a written request from Intercept; (viii) any event, occurrence, circumstance, change or effect resulting or arising from the identity of, or any facts or circumstances relating to, Alfasigma, the Purchaser or any of their respective affiliates; or (ix) any event, occurrence, circumstance, change or effect arising directly or indirectly from or otherwise relating to any change in, or any compliance with or action taken for the purpose of complying with any change in, any law or GAAP (or interpretations of any law or GAAP); provided that any event, occurrence, circumstance, change or effect referred to in the foregoing clauses (iii), (iv), (v) and (ix) may be taken into account in

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determining whether there is, or would be reasonably expected to be, a Material Adverse Effect to the extent such event, occurrence, circumstance, change or effect disproportionately affects Intercept and its subsidiaries, relative to other participants in the industries in which Intercept and its subsidiaries operate.

In addition, Alfasigma and the Purchaser made representations and warranties as to:

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the availability of funds to complete the Offer;

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Alfasigma’s ownership of the Purchaser’s common stock;

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the operations of the Purchaser; and

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no ownership of Shares.

The representations and warranties contained in the Merger Agreement have been made by each party to the Merger Agreement solely for the benefit of the other parties, and those representations and warranties should not be relied on by any other person. In addition, those representations and warranties:

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have been made only for purposes of the Merger Agreement;

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with respect Intercept, have been qualified by (i) matters specifically disclosed in any reports filed by Intercept with the SEC after January 1, 2022 and publicly available at least three (3) business days prior to the date of the Merger Agreement (subject to certain exceptions) and (ii) confidential disclosures made to Alfasigma and the Purchaser in the disclosure schedules delivered in connection with the execution of the Merger Agreement; such information qualifies and creates exceptions to the representations and warranties in the Merger Agreement;

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will not survive consummation of the Merger;

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have been included in the Merger Agreement for the purpose of allocating risk between the contracting parties rather than establishing matters of fact;

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were, in certain circumstances, made only as of the date of the Merger Agreement or such other date as is specified in the Merger Agreement; and

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are subject to materiality qualifications contained in the Merger Agreement which may differ from what may be viewed as material by investors, including qualifications as to “materiality” or a “Material Adverse Effect,” as described above.

Covenants

Operation of Intercept’s Business

The Merger Agreement provides that from the date of the signing of the Merger Agreement until the earlier of the Effective Time or the valid termination of the Merger Agreement, except for certain matters set forth in disclosure schedules delivered by Intercept in connection with the execution of the Merger Agreement, as required by the Merger Agreement, as required by applicable law or as undertaken with the prior written consent of Alfasigma (not to be unreasonably withheld, conditioned or delayed), Intercept will, and will cause its subsidiaries to:

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conduct its business in the ordinary course consistent with past practice in all material respects; and

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use their respective reasonable best efforts to (i) preserve intact, in all material respects, the material components of the their current business organization, taken as a whole, including keeping available the services of current executive officers and key employees, (ii) maintain satisfactory business relationships with licensors, licensees, suppliers, lessors, governmental bodies and others having material business dealings with Intercept and its subsidiaries, and (iii) preserve intact its and their material assets (including technology), properties, contracts and licenses.

Intercept has also agreed that, without limiting the generality of the foregoing and except for certain matters set forth in the disclosure schedules delivered by Intercept in connection with the execution of the Merger Agreement, as required by the Merger Agreement, as required by applicable law or as undertaken with

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the prior written consent of Alfasigma (not to be unreasonably withheld, conditioned or delayed), neither Intercept nor its subsidiaries will:

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(1) establish a record date for, declare, set aside or pay any dividend or make any other distribution in respect of any shares of its capital stock (including the Shares), or (2) repurchase, redeem or otherwise reacquire any Shares, or any rights, warrants or options to acquire any Shares, other than: (A) repurchases of shares of common stock outstanding as of the date of the Merger Agreement pursuant to Intercept’s right (under written commitments in effect as of the date of the Merger Agreement and copies of which have been made available to Alfasigma) to purchase Shares held by an officer or other employee, or individual who is an independent contractor, consultant or director, of or to Intercept (a “Company Associate”), only upon termination of such person’s employment or engagement by Intercept; (B) repurchases or forfeitures of Intercept Options, Intercept PSUs or Intercept RSUs (or, in each case, Shares issued upon the exercise thereof) outstanding on the date of the Merger Agreement (in cancellation thereof) pursuant to the terms of any such Intercept Option or Intercept RSU (as in effect as of the date of the Merger Agreement) between Intercept and a Company Associate; (C) in connection with withholding to satisfy the exercise price and/or tax obligations with respect to Intercept Options, Intercept PSUs or Intercept RSUs pursuant to the terms thereof (as in effect as of the date of the Merger Agreement); (D) between Intercept and its subsidiaries or between wholly owned subsidiaries; or (E) settlement of any conversion of any of the Convertible Notes pursuant to the terms of the Convertible Notes indentures;

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split, combine, subdivide or reclassify any Shares or other equity interests of Intercept;

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sell, issue, grant, deliver, pledge, transfer, encumber or authorize the sale, issuance, grant, delivery, pledge, transfer or encumbrance of (A) any capital stock, equity interest or other security, (B) any option, call, warrant, restricted securities or right to acquire any capital stock, equity interest or other security, or (C) any instrument convertible into or exchangeable for any capital stock, equity interest or other security (except (x) that Intercept may issue shares of common stock as required to be issued upon the settlement of any conversions of any Convertible Notes pursuant to the terms of the Convertible Notes indentures or the exercise or vesting (as the case may be) of Intercept Options, Intercept PSUs or Intercept RSUs outstanding as of the date of the Merger Agreement pursuant to the terms thereof (as in effect as of the date of the Merger Agreement), or (y) with respect to sales, grants, pledges, transfers or encumbrances (or authorizations with respect any of the foregoing) constituting certain permitted encumbrances);

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subject to certain exceptions, (A) establish, adopt, terminate or materially amend any employee plan (or any plan, program, arrangement or agreement that would be an employee plan if it were in existence on the date of the Merger Agreement), (B) amend or waive any of its material rights under any employee plan (or any plan, program, arrangement or agreement that would be an employee plan if it were in existence on the date of the Merger Agreement), (C) accelerate the vesting or lapsing of restrictions or payment, or fund or in any other way secure the payment under any provision of any of the employee plans (or any plan, program, arrangement or agreement that would be an employee plan if it were in existence on the date of the Merger Agreement), (D) grant any employee, independent contractor or director any increase in compensation, bonuses or other benefits (except that Intercept may (x) provide base salary or wage rate increases for non-executive officer employees in the ordinary course of business consistent with past practice that do not exceed 5% individually or 2.5% in the aggregate, (y) amend any Employee Plans to the extent required by applicable laws, and (z) make usual and customary annual or quarterly bonus payments for completed performance periods based on actual performance in the ordinary course of business consistent with past practice), (E) forgive any loans or issue any loans (other than routine travel advances issued in the ordinary course of business) to any employee of Intercept or its subsidiaries, (F) hire any employee at the level of vice president or above, (G) hire any employee or engage any independent contractor (who is a natural person) as a result of which the personnel expenses in any given quarter would exceed Intercept’s budgeted personnel expense (including temporary, consulting or advisory costs) provided to Alfasigma prior to the date of the Merger Agreement or (H) terminate the employment of any employee of Intercept or its subsidiaries at the level of vice president or above other than for cause;

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amend or permit the adoption of any amendment to its certificate of incorporation or bylaws or other charter or organizational documents;

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form any subsidiary, acquire (including by merger, consolidation, acquisition of stock or assets or otherwise), in one transaction or any series of related transactions, directly or indirectly, any equity interest in or businesses (or any division thereof) of any other entity or enter into any joint venture, partnership or similar revenue sharing arrangement;

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make, commit to make, or authorize any capital expenditure (except that Intercept or its subsidiaries may make capital expenditures that do not exceed $250,000 in the aggregate);

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acquire, lease, sublease, license, sublicense, pledge, sell or otherwise dispose of, divest or spin-off, abandon, surrender, cancel, waive, relinquish, covenant not to assert, or permit to lapse or expire, transfer, assign, guarantee, exchange or swap, mortgage or subject to any other encumbrance (other than certain permitted encumbrances) any material right or other material asset or property or governmental authorizations (other than intellectual property rights, which are addressed in other sections of the Merger Agreement) (except (A) in the ordinary course of business consistent with past practice, (B) pursuant to dispositions of obsolete, surplus or worn out assets that are no longer useful in the conduct of the business of Intercept or its subsidiaries, (C) capital expenditures, as permitted by other sections of the Merger Agreement, (D) transactions between Intercept and any of its subsidiaries or between its subsidiaries or (E) with respect to pledges, sales or other dispositions constituting certain permitted encumbrances);

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acquire, sell, divest, transfer, assign, license, sublicense, grant a covenant not to assert or release with respect to, cancel, abandon, let lapse, fail to diligently prosecute or use commercially reasonable efforts to enforce, create or incur any encumbrance (other than a permitted encumbrance) on, or otherwise dispose of, any intellectual property rights owned, exclusively licensed by, or used in the operation of the business of Intercept or its subsidiaries;

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lend money or make capital contributions or advances to or make investments in, any person, or incur, assume, guarantee, endorse or otherwise become responsible for (or amend or modify the terms of) any indebtedness for borrowed money (except for (A) advances to directors, employees and consultants for travel and other business related expenses in the ordinary course of business consistent with past practice and in compliance with Intercept’s policies related thereto and (B) advances of expenses as required under Intercept’s certificate of incorporation or bylaws or any indemnification agreement with Intercept’s directors or officers made available to Alfasigma before the date of the Merger Agreement;

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except in the ordinary course of business consistent with past practice or as otherwise permitted, (A) amend or modify in any material respect, or waive, assign or release any material rights or claims under, or voluntarily terminate, any Material Contract (as defined in the Merger Agreement) (or any contract that would have been a Material Contract if such contract was in effect as of the execution and delivery of the Merger Agreement) or (B) enter into any contract which would have been a Material Contract if such contract was in effect as of the execution and delivery of the Merger Agreement;

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except as required by applicable legal requirements or GAAP, (A) make any material change to any accounting method or accounting period used for tax purposes; (B) make, rescind or change any material tax election; (C) file an amended income or other material amended tax return; (D) enter into a closing agreement with any governmental body regarding any material tax liability or assessment; (E) settle, compromise or consent to any material tax claim or assessment or surrender a right to a material tax refund; (F) waive or extend the statute of limitations with respect to any income or other material tax or income or other material tax return, other than automatic waivers or extensions obtained in the ordinary course of business; (G) request any private letter, technical advice or similar tax ruling from any governmental body with respect to taxes; or (H) enter into any tax allocation, indemnity, sharing or similar agreement (other than any such agreements entered into in the ordinary course of business consistent with past practice and not relating primarily to taxes);

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settle, release, waive or compromise any legal proceeding or other claim (or threatened legal proceeding or other claim) against Intercept or its subsidiaries (including with respect to Intercept intellectual property), other than, solely with respect to legal proceedings unrelated to Intercept intellectual property, any settlement, release, waiver or compromise that (A) results solely in monetary obligations

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involving only the payment of monies by Intercept and its subsidiaries of not more than $500,000 in the aggregate (excluding monetary obligations that are funded by an indemnity obligation to, or an insurance policy of, Intercept or its subsidiaries) or (B) results in no monetary or other material non-monetary obligation of and does not involve the admission of wrongdoing by Intercept or its subsidiaries;

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settle, release, waive or compromise any legal proceeding or other claim (or threatened legal proceeding or other claim) brought by Intercept or its subsidiaries (including with respect to Intercept intellectual property) (A) certain matters set forth in the disclosure schedules delivered by Intercept in connection with the execution of the Merger Agreement or (B) where the settlement of such legal proceeding would have a material impact on the business of Intercept and its subsidiaries, taken as a whole, it being understood that, and for avoidance of doubt, any settlement of patent litigation can have a material impact on the business of Intercept and its subsidiaries, taken as a whole;

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commence any material legal proceeding against any person, other than Alfasigma or its respective affiliates;

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(A) terminate any clinical trials in respect of any Intercept product candidate that are ongoing as of the date of the Merger Agreement, (B) commence (alone or with any third party) any new clinical trial in respect of any Intercept product candidate or (C) commence any new research program under the collaboration agreements with third parties;

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(A) create, implement, operate, participate in or offer any patient assistance or patient support program that offers, provides, or intends to provide free drug product (including any Intercept product candidate) or any cost-sharing assistance, such as co-pay coupons or co-pay cards in relation to a drug product, to any patient, including any federal healthcare program beneficiaries (each a “Patient Assistance Program”); or (B) offer, make (whether in cash or in kind) any contribution that relates to or otherwise supports any third-party Patient Assistance Program (including any co-pay assistance foundation) or other charitable contribution;

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fail to use commercially reasonable efforts to (A) maintain in full force and effect the existing insurance policies of Intercept or its subsidiaries or (B) to renew or replace such insurance policies with comparable insurance policies;

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enter into any collective bargaining agreement or other agreement with any labor union or similar organization;

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adopt or implement any stockholder rights plan or similar arrangement;

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adopt a plan or agreement of complete or partial liquidation or dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of Intercept or its subsidiaries; or

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authorize any of, or agree or commit to take, any of the actions described above.

In furtherance and not in limitation of any other provision of the Merger Agreement, to the extent permitted by applicable legal requirements, Intercept has agreed to keep Alfasigma reasonably informed on a current basis of any developments, material discussions or negotiations with the FDA or any other healthcare regulatory authority performing functions similar to those performed by the FDA relating to any Intercept product candidate. To the extent permitted by applicable legal requirements, Intercept has agreed to (i) consult with Alfasigma and promptly inform Alfasigma and provide Alfasigma with a reasonable opportunity to review, as reasonably in advance as practicable under the circumstances, and consider in good faith Alfasigma’s comments to or in connection with any meetings, filings, submissions (including any supplementary new drug applications), material correspondence (including briefing materials) or other material communications made by or on behalf of Intercept or any of its subsidiaries to, between or with the FDA or any other healthcare regulatory authority performing functions similar to those performed by the FDA; (ii) prepare or cause to be prepared, and promptly provide to Alfasigma copies of minutes or draft minutes of any meeting between Intercept or any of its subsidiaries and their representatives, on the one hand, and the FDA or other healthcare regulatory authority performing functions similar to those performed by the FDA, on the other hand; (iii) prepare or cause to be prepared, and promptly provide to Alfasigma copies of meeting agendas and minutes or draft minutes of any meetings of a joint steering committee or similar body, to which Intercept or its subsidiaries participates, established by Intercept or its subsidiaries and any

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third party; (iv) promptly provide to Alfasigma, upon finalization of such reports, reports prepared by Intercept or any collaboration partner that have been provided to Intercept relating to chemistry, manufacturing and controls (CMC), clinical or non-clinical reports and topline results, in each case, relating to any clinical trial involving any product candidate, provided, however, that subclause (iv) shall not require any of Intercept or any of its subsidiaries to provide any such reports to Alfasigma if such disclosure would contravene any contract between Intercept or any of its subsidiaries and a collaboration partner (provided that Intercept or any of its subsidiaries will use reasonable efforts to seek any consent that may be required pursuant to such contract to provide such reports); (v) promptly inform Alfasigma and provide Alfasigma with a reasonable opportunity (but no fewer than five (5) business days) to comment, in each case, prior to making, or proposing to make, any material change to any study protocol, adding any new clinical trial, making any material change to a manufacturing plan or process, making any material change to a development timeline or initiating, or making any material change to, promotional or marketing materials or activities relating to any Intercept product candidate; and (vi) promptly update Alfasigma in writing with respect to any proposal to make a change described in the foregoing clause (v) that would materially affect the timing and cost of the development of any Intercept product candidate. Intercept and its subsidiaries have agreed to promptly submit information and data to the relevant healthcare regulatory authority in response to specific inquiries from such healthcare regulatory authority, including information and data to be submitted in connection with Intercept’s Supplemental New Drug Application for Ocaliva to the FDA.

No Solicitation

From the date of the Merger Agreement until the earlier of the Effective Time and the valid termination of the Merger Agreement, (x) Intercept shall, and shall cause its subsidiaries and its and their respective representatives to cease any direct or indirect solicitation, facilitation, encouragement, discussions or negotiations with any persons that may be ongoing with respect to an Acquisition Proposal (as defined below) and (y) Intercept shall not, and shall cause its subsidiaries and its and their respective directors, officers and employees not to, and shall use reasonable best efforts to cause their other representatives not to, (i) continue any solicitation, knowing encouragement or facilitation (including by way of furnishing non-public information), discussions or negotiations with any third party that may be ongoing with respect to an Acquisition Proposal; (ii) directly or indirectly (A) solicit, initiate or knowingly facilitate or encourage (including by way of furnishing non-public information) any inquiries regarding, or the making of any proposal or offer that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal, (B) engage in, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any other third party any non-public information in connection with, or for the purpose of soliciting or knowingly encouraging or facilitating, an Acquisition Proposal or any proposal or offer that could reasonably be expected to lead to an Acquisition Proposal or (C) enter into any letter of intent, transaction agreement, agreement in principle or other agreement with respect to an Acquisition Proposal or any proposal or offer that could reasonably be expected to lead to an Acquisition Proposal; (iii) waive or release any third party from, forebear in the enforcement of, or amend any standstill agreement or any standstill provisions of any other contract, unless in the case of this clause (iii), the Board of Directors of Intercept determines in good faith, after consultation with Intercept’s outside legal counsel and financial advisors, that the failure to do so would be inconsistent with the fiduciary duties of the Board of Directors of Intercept to the Intercept’s stockholders under applicable Delaware law, in which event the Intercept and its subsidiaries may take the preceding actions described in this clause (iii) solely to the extent necessary to permit a third party to make, on a confidential basis, to the Board of Directors of Intercept, an Acquisition Proposal; or (iv) resolve to do, or agree or announce an intention to do, any of the foregoing under the preceding clauses (i) through (iii). As promptly as reasonably practicable (and in any event within 24 hours) following the date of the Merger Agreement, Intercept shall discontinue electronic or physical data room access granted, and request and otherwise seek the prompt return or destruction (to the extent provided for by the applicable confidentiality agreement) of all non-public information previously furnished to any person (other than Alfasigma and Alfasigma’s representatives), within the one (1)-year period prior to the date of the Merger Agreement, in connection with any Acquisition Proposal or in connection with Intercept’s evaluation of strategic alternatives leading up to the transactions contemplated by the Merger Agreement.

Notwithstanding anything in the Merger Agreement to the contrary, if at any time after the execution and delivery of the Merger Agreement and prior to the Acceptance Time, Intercept or its subsidiaries or any of their representatives receives a bona fide written Acquisition Proposal from any person or group of

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persons, which Acquisition Proposal was made or renewed after the execution and delivery of the Merger Agreement and did not result from a breach of the non-solicitation provisions of the Merger Agreement, and the Board of Directors of Intercept determines in good faith, after consultation with its outside legal and financial advisors, that such Acquisition Proposal constitutes or could reasonably be expected to lead to a Superior Offer (as defined below) and the failure to take such action described in this paragraph would be inconsistent with its fiduciary duties under Delaware laws, then Intercept and its representatives may (x) furnish, pursuant to an acceptable confidentiality agreement, information (including non-public information) with respect to Intercept to the person or group of persons who has made such Acquisition Proposal and the representatives of such person or group of persons; provided that Intercept shall as promptly as practicable (and no later than within 24 hours) provide to Alfasigma any non-public information concerning Intercept and its subsidiaries that is provided to any such person or representative to the extent access to such information was not previously provided to Alfasigma or its representatives and (y) engage in or otherwise participate in discussions or negotiations with any such person or representative with respect to such Acquisition Proposal; provided, that at or prior to the first time that Intercept furnishes any information to or participates in any discussions or negotiations with any person on or after the date of the Merger Agreement, Intercept will provide written notice to Alfasigma of such determination of the Board of Directors of Intercept described in this paragraph, together with the identity of such person or group making such Acquisition Proposal.

In addition, Intercept must (i) promptly (and in any event within one (1) business day) notify Alfasigma if any inquiries, proposals or offers with respect to an Acquisition Proposal are received by Intercept or its subsidiaries or any representative thereof and provide to Alfasigma a copy of any written Acquisition Proposal (including any proposed term sheet, letter of intent, acquisition agreement or similar agreement provided to Intercept or its subsidiaries in connection therewith) and a summary of any material unwritten terms and conditions thereof (and indicate the identity of such person), and (ii) keep Alfasigma reasonably informed of any material developments, discussions or negotiations relating thereto on a prompt basis (and in any event within 24 hours of such material development, discussion or negotiation).

An “Acquisition Proposal” is any proposal, indication of interest or offer from any person (other than Alfasigma and its controlled affiliates) or “group”, within the meaning of Section 13(d) of the Exchange Act, relating to, in a single transaction or series of related transactions, any (A) direct or indirect acquisition or license of assets of Intercept equal to 20% or more of Intercept’s consolidated assets or to which 20% or more of Intercept’s revenues or earnings on a consolidated basis are attributable, (B) issuance or acquisition of equity securities of Intercept (or instruments convertible into or exercisable or exchangeable for, such equity securities) representing 20% or more of the outstanding voting power of Intercept, (C) recapitalization, tender offer or exchange offer that if consummated would result in any person or group beneficially owning equity securities of Intercept (or instruments convertible into or exercisable or exchangeable for, such equity securities) representing 20% or more of the outstanding voting power of Intercept common stock or (D) merger, consolidation, amalgamation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving Intercept and its subsidiaries that if consummated would result in any person or group beneficially owning 20% or more of the outstanding Intercept common stock, in each case other than the transactions contemplated in the Merger Agreement.

A “Superior Offer” is a bona fide written Acquisition Proposal made after the date of the Merger Agreement that the Board of Directors of Intercept determines, in its good faith judgment, after consultation with Intercept’s outside legal counsel and financial advisors, is reasonably likely to be consummated in accordance with its terms, taking into account all legal, regulatory and financing aspects (including the identity of the third party making such Acquisition Proposal, anticipated timing and prospects for consummating such Acquisition Proposal, the reliability of any debt or equity funding commitments, any termination or breakup fees, expense reimbursement provisions and any conditions) of the proposal and the person making the proposal and such other aspects of the Acquisition Proposal that the Board of Directors of Intercept deems relevant, and if consummated, would result in a transaction more favorable to Intercept’s stockholders (solely in their capacity as such) from a financial point of view than the transactions contemplated by the Merger Agreement (including after giving effect to proposals, if any, made by Alfasigma pursuant to the Merger Agreement); provided that for purposes of the definition of “Superior Offer,” the references to “20%” in the definition of Acquisition Proposal shall be deemed to be references to “50%.”

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Board of Directors of Intercept’s Recommendation and Actions

Except as expressly permitted by the terms of the Merger Agreement, Intercept has agreed in the Merger Agreement that neither its Board of Directors nor any committee thereof will (each, a “Company Adverse Recommendation Change”):

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withdraw, withhold or qualify (or modify in a manner adverse to Alfasigma or the Purchaser), or publicly propose to withdraw, withhold or qualify (or modify in a manner adverse to Alfasigma or the Purchaser) the Company Board Recommendation;

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approve, adopt, endorse, recommend or declare advisable, or publicly propose to approve, adopt, endorse, recommend or declare advisable, any Acquisition Proposal;

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after the public announcement of an Acquisition Proposal (other than a tender offer or exchange offer), fail to publicly affirm the Company Board Recommendation within three (3) business days after a written request by Alfasigma to do so (or, if earlier, by the close of business on the business day immediately preceding the scheduled date of the Acceptance Time), which request may be made once per applicable Acquisition Proposal, provided that Alfasigma shall be entitled to make a new request each time there is a publicly disclosed material change in such applicable Acquisition Proposal;

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following the commencement of a tender offer or exchange offer relating to the Shares by a person unaffiliated with Alfasigma, fail to publicly affirm the Company Board Recommendation and recommend that Intercept’s stockholders reject such tender offer or exchange offer within ten (10) business days after the commencement of such tender offer or exchange offer pursuant to Rule 14e-2(a) promulgated under the Exchange Act (or, if earlier, by the close of business on the business day immediately preceding the scheduled date of the Acceptance Time);

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fail to include the Company Board Recommendation in the Schedule 14D-9 when filed with the SEC or disseminated to Intercept’s stockholders; or

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fail to publicly reaffirm the Company Board Recommendation within five (5) business days after Alfasigma so requests in writing (except that Intercept will have no obligation to make such reaffirmation on more than three (3) occasions).

In addition, Intercept has agreed in the Merger Agreement that neither its Board of Directors nor any committee thereof will approve, adopt, endorse, recommend or declare advisable, or propose to approve, adopt, endorse, recommend or declare advisable, or allow Intercept to execute or enter into any letter of intent, agreement in principle, acquisition agreement or other contract with respect to, or that is intended to or would reasonably be expected to lead to, any Acquisition Proposal, or contract that would require, or would reasonably be expected to cause, Intercept to abandon, terminate, delay or fail to consummate, or that would otherwise materially impede, interfere with or be inconsistent with, the transactions contemplated under the Merger Agreement (other than acceptable confidentiality agreements entered into in compliance with the Merger Agreement).

Notwithstanding anything to the contrary in the Merger Agreement, at any time prior to the Acceptance Time:

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if at any time after the execution and delivery of the Merger Agreement and prior to the Acceptance Time, Intercept has received a bona fide written Acquisition Proposal from any person that has not been withdrawn and after consultation with outside legal counsel, the Board of Directors of Intercept shall have determined, in good faith, that such Acquisition Proposal is a Superior Offer, then (x) the Board of Directors of Intercept may make a Company Adverse Recommendation Change, or (y) subject to Intercept’s compliance with the termination fee provisions of the Merger Agreement, Intercept may terminate the Merger Agreement to enter into the relevant agreement solely if Intercept and its subsidiaries and their representatives shall have complied in all material respects with the non-solicitation and board recommendation provisions of the Merger Agreement with respect to such Superior Offer, in each case, if and only if: (A) the Board of Directors of Intercept determines in good faith, after consultation with Intercept’s outside legal counsel, that the failure to do so would be inconsistent with the fiduciary duties of the Board of Directors of Intercept to Intercept’s stockholders under Delaware law; (B) Intercept has given Alfasigma prior written notice of its intention to

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consider making a Company Adverse Recommendation Change or terminating the Merger Agreement at least five (5) business days prior to making any such Company Adverse Recommendation Change or termination (a “Determination Notice”) (which notice shall not constitute a Company Adverse Recommendation Change or termination) and, if desired by Alfasigma, during such five (5)-business day period shall have negotiated, and shall have caused its representatives to negotiate, in good faith with respect to any revisions to the terms of the Merger Agreement or another proposal, to the extent proposed by Alfasigma, so that such Acquisition Proposal would cease to constitute a Superior Offer; and (C) (1) Intercept shall have provided, and shall have caused its representatives to provide, to Alfasigma information with respect to such Acquisition Proposal, including the proposed definitive agreements (and any related agreements) among Intercept and its subsidiaries and any person or group of persons making such Acquisition Proposal, (2) Intercept shall have given Alfasigma the five (5)-business day period after the Determination Notice to propose revisions to the terms of the Merger Agreement or make another proposal so that such Acquisition Proposal would cease to constitute a Superior Offer, and (3) after giving effect to the proposals made by Alfasigma during such period, if any, after consultation with Intercept’s outside legal counsel and financial advisors, the Board of Directors of Intercept shall have determined, in good faith, that such Acquisition Proposal is a Superior Offer and that the failure to make the Company Adverse Recommendation Change or terminate the Merger Agreement would be inconsistent with the fiduciary duties of the Board of Directors of Intercept to Intercept’s stockholders under Delaware law. Issuance of any “stop, look and listen” communication by or on behalf of Intercept pursuant to Rule 14d-9(f) promulgated under the Exchange Act shall not be considered a Company Adverse Recommendation Change and shall not require the giving of a Determination Notice or compliance with the procedures set forth in the relevant sections of the Merger Agreement. These provisions will also apply to any change to any of the material terms (including the form and amount of consideration) to any Acquisition Proposal and will require a new Determination Notice, except that the references to five (5) business days will be deemed to be three (3) business days; and

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other than in connection with any Acquisition Proposal, the Board of Directors of Intercept may make a Company Adverse Recommendation Change in response to an Intervening Event (as defined below) if and only if: (A) Intercept shall have given Alfasigma a Determination Notice at least five (5) business days prior to making any such Company Adverse Recommendation Change and, if desired by Alfasigma, during such five (5)-business day period shall have negotiated, and shall have caused its representatives to negotiate, in good faith with respect to any revisions to the terms of the Merger Agreement or another proposal to the extent proposed by Alfasigma so that a Company Adverse Recommendation Change would no longer be necessary; and (B) (1) the Determination Notice specifies in reasonable detail the facts and circumstances relating to such Intervening Event that render a Company Adverse Recommendation Change necessary and includes such documents, information and data in the possession of Intercept and its subsidiaries as reasonably relate to such Intervening Event, (2) Intercept shall have given Alfasigma the five (5)-business day period after the Determination Notice to propose revisions to the terms of the Merger Agreement or make another proposal so that a Company Adverse Recommendation Change in response to such Intervening Event would no longer be necessary, and (3) after giving effect to the proposals made by Alfasigma during such period, if any, after consultation with Intercept’s outside legal counsel and financial advisors, the Board of Directors of Intercept shall have determined, in good faith, that the failure to make the Company Adverse Recommendation Change in response to such Intervening Event would be inconsistent with the fiduciary duties of the Board of Directors of Intercept to Intercept’s stockholders under Delaware laws.

An “Intervening Event” means any change, event or development (other than to the extent relating to Alfasigma or the Purchaser, or the announcement or pendency of any of the transactions contemplated by the Merger Agreement) that, individually or in the aggregate, is material to Intercept and its subsidiaries, taken as a whole, and (a) is not known or reasonably foreseeable to or by the Board of Directors of Intercept as of the date of the Merger Agreement, in each case, based on facts known to the Board of Directors of Intercept as of the date of the Merger Agreement, which change, event or development becomes known to or by the Board of Directors of Intercept prior to the Acceptance Time and did not arise from the operations of Intercept and its subsidiaries in the ordinary course of business and (b) does not relate to any transaction of the type described in the definition of Acquisition Proposal, without giving effect to any 20% thresholds

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set forth in the definition; provided, however, that in no event shall any of the following constitute an Intervening Event: (i) any action taken by the parties pursuant to or in compliance with the Merger Agreement, (ii) any changes in law or the commencement, continuance or settlement of any legal proceeding, (iii) changes in the market price or trading volume of the Shares in and of themselves (provided that the underlying reasons for such change may constitute an Intervening Event), (iv) the fact, in and of itself, that Intercept and its subsidiaries meet, exceed or fail to meet internal or published projections, forecasts or revenue or earnings predictions for any period (provided that the underlying reason for such fact may constitute an Intervening Event), or (v) any event, occurrence, circumstance, change or effect generally affecting in the industries in which Intercept and its subsidiaries operate or the economy or other general business, financial or market conditions generally.

Legal Requirements and Antitrust Laws

The Merger Agreement provides that the parties agree to use their respective reasonable best efforts to take or cause to be taken promptly any and all steps necessary to avoid or eliminate each and every impediment under the applicable legal requirements, including applicable antitrust laws, that may be asserted by any governmental body or any other party, so as to enable the consummation of the Merger to occur as promptly as practicable, but in no case later than the End Date, including providing as promptly as reasonably practicable all information required by any governmental body pursuant to its evaluation of the transactions under the HSR Act or other applicable antitrust laws (including any request for additional information pursuant to the HSR Act). Subject to the limitations specified in the following sentence, the parties shall defend through litigation on the merits any claim asserted in court by any party under antitrust laws in order to avoid entry of, or to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that could restrain, delay, or prevent the Closing by the End Date. Notwithstanding anything to the contrary contained in the Merger Agreement, neither Alfasigma nor the Purchaser nor their respective affiliates will be obligated to take any of the following actions (and, without Alfasigma’s prior written consent, Intercept shall not take any of the following actions): (i) proposing, negotiating, committing to or effecting, by consent decree, hold separate order or otherwise, the sale, divestiture, license, hold separate or other disposition of any asset, interest or business; (ii) terminating, relinquishing, modifying, transferring, assigning, restructuring, or waiving existing agreements, collaborations, relationships, ventures, contractual rights, obligations or other arrangements; and (iii) any other behavioral undertakings and commitments whatsoever including but not limited to creating or consenting to create any relationships, ventures, contractual rights, obligations, or other arrangements and, in each case, to enter, or offer to enter, into agreements and stipulate to the entry of an order or decree or file appropriate applications with any governmental body in connection with any of the foregoing. No party shall commit to or agree with any governmental body to stay, toll or extend any applicable waiting period or withdraw its filing under the HSR Act or any other applicable antitrust laws, or enter into any similar timing agreement, without the prior written consent of the other parties.

Subject to the terms and conditions of the Merger Agreement, each of the parties shall (and shall cause their respective affiliates, if applicable, to): (i) promptly, but in no event later than ten (10) business days after the date thereof, unless otherwise mutually agreed to by the parties, make an appropriate filing of all notification and report forms as required by the HSR Act with respect to the transactions contemplated by the Merger Agreement and (ii) cooperate with each other in determining whether, and promptly prepare and make, any other filings, notifications or other consents are required to be made with, or obtained from, any other governmental bodies in connection with the transactions contemplated by the Merger Agreement.

Each of Alfasigma and Intercept shall (i) give the other parties prompt notice of the making or commencement of any request, inquiry, investigation, action or legal proceeding brought by a governmental body or brought by a third party before any governmental body, in each case, with respect to the transactions contemplated by the Merger Agreement, (ii) keep the other parties reasonably informed as to the status of any such request, inquiry, investigation, action or legal proceeding, (iii) promptly inform the other parties of, and wherever practicable give the other parties reasonable advance notice of, and the opportunity to participate in, any communication to or from the FTC, DOJ or any other governmental body in connection with any such request, inquiry, investigation, action or legal proceeding, (iv) promptly furnish to the other parties, subject to an appropriate confidentiality agreement to limit disclosure to counsel and outside consultants, copies of documents provided to or received from any governmental body in connection with

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any such request, inquiry, investigation, action or legal proceeding (other than “4(c) documents” as that term is used in the rules and regulations under the HSR Act, that contain valuation information (which can be redacted)), (v) subject to an appropriate confidentiality agreement to limit disclosure to counsel and outside consultants, and to the extent reasonably practicable, consult and cooperate with the other parties and consider in good faith the views of the other parties in connection with any analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any such request, inquiry, investigation, action or legal proceeding, and (vi) except as may be prohibited by any governmental body or by any legal requirement, in connection with any such request, inquiry, investigation, action or legal proceeding in respect of the transactions contemplated by the Merger Agreement, give the other party reasonable advance notice of, and permit authorized representatives of the other party to be present at each meeting or conference relating to such request, inquiry, investigation, action or legal proceeding and to have access to and be consulted in connection with any argument, opinion or proposal made or submitted to any governmental body in connection with such request, inquiry, investigation, action or legal proceeding. Notwithstanding anything to the contrary in this paragraph, the parties may redact materials provided to one another (A) to remove competitively sensitive information or information concerning valuation; (B) as necessary to comply with legal requirements and contracts; and (C) as necessary to address reasonable attorney-client privilege or other privilege or confidentiality concerns.

Employee Matters

For a period of one (1) year following the Effective Time (the “Continuation Period”), Alfasigma will provide, or cause to be provided, to each employee of Intercept or its subsidiaries who is employed by the Intercept or its subsidiaries as of immediately prior to the Effective Time and who continues to be actively employed by the Surviving Corporation (or any affiliate thereof, including, for the avoidance of doubt, Alfasigma and its affiliates) during such one (1)-year period (each, a “Continuing Employee”) with (i) a base salary or wage rate that is no less than that provided to such Continuing Employee by any Acquired Corporation immediately prior to the Effective Time, (ii) target short-term cash incentive compensation opportunities that are no less favorable, in the aggregate, than those provided to such Continuing Employee by any Acquired Corporation immediately prior to the Effective Time and (iii) other employee benefits (excluding equity incentive and long-term incentive compensation) that in the aggregate are no less favorable than those provided to such Continuing Employee by any Acquired Corporation immediately prior to the Effective Time..

Alfasigma will cause all Continuing Employees to be eligible to continue to participate in the Surviving Corporation’s health and welfare benefit plans (to the same extent such Continuing Employees were eligible to participate under Intercept’s health and welfare benefit plans immediately prior to the Effective Time); provided, however, that (i) nothing in the Merger Agreement will limit the right of Alfasigma or the Surviving Corporation to amend or terminate any such health or welfare benefit plan at any time and (ii) if Alfasigma or the Surviving Corporation terminates any such health or welfare benefit plan then the Continuing Employees will be eligible to participate in the Surviving Corporation’s (or an affiliate’s, including, for the avoidance of doubt, Alfasigma’s and Alfasigma’s controlled affiliates’) corresponding health and welfare benefit plan. To the extent that service is relevant for eligibility or vesting under any benefit plan of Alfasigma and/or the Surviving Corporation, then Alfasigma will ensure that such benefit plan will, for purposes of eligibility and vesting, but not for purposes of defined benefit pension accrual or for purposes of qualifying for subsidized early retirement, credit Continuing Employees for service prior to the Effective Time with Intercept and its affiliates or their respective predecessors to the same extent that such service was recognized prior to the Effective Time under the corresponding benefit plan of Intercept except to the extent it would result in a duplication of benefits. In addition, Alfasigma and/or the Surviving Corporation will credit each Continuing Employee with paid time off equal to the accrued paid time off such Continuing Employee had accrued with Intercept that was unused as of the Effective Time. To the extent that service is relevant for benefit levels, including severance benefits and paid time off accruals, following the Effective Time, Alfasigma will ensure that any employee plan of Alfasigma and/or the Surviving Corporation will, for purposes of benefit levels, credit Continuing Employees for service prior to the Effective Time with Intercept to the same extent that such service was recognized prior to the Effective Time except to the extent it would result in a duplication of benefits.

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Following the Effective Time, Alfasigma or an affiliate of Alfasigma will use commercially reasonable efforts to (i) waive any preexisting condition limitations otherwise applicable to Continuing Employees and their eligible dependents under any plan of Alfasigma or an affiliate that provides health benefits in which Continuing Employees are eligible to participate following the Effective Time, other than any limitations that were in effect with respect to such employees immediately prior to the Effective Time under the corresponding employee benefit plan of Intercept and its subsidiaries, (ii) honor any deductible, co-payment and out-of-pocket maximums incurred by the Continuing Employees and their eligible dependents under the health plans in which they participated immediately prior to transitioning into a plan of Alfasigma or an affiliate of Alfasigma during the portion of the plan year prior to such transition in satisfying any deductibles, co-payments or out-of-pocket maximums under health plans of Alfasigma or an affiliate and (iii) waive any waiting period limitation or evidence of insurability requirement that would otherwise be applicable to a Continuing Employee and his or her eligible dependents on or after the Effective Time, in each case to the extent such Continuing Employee or eligible dependent had satisfied any similar limitation or requirement under an analogous Employee Plan prior to the Effective Time.

Alfasigma will provide, or will cause its affiliates to provide, each Continuing Employee who experiences a qualifying termination of employment from Alfasigma or any of their respective affiliates during the Continuation Period with severance benefits that are no less favorable, in the aggregate, than those that would have been provided to such Continuing Employee by any Acquired Corporation under the applicable severance policies had such termination occurred prior to the Effective Time.

Prior to the Effective Time, if requested by Alfasigma in writing, to the extent permitted by applicable laws and the terms of the applicable plan or arrangement, Intercept will cause Intercept’s 401(k) Plan (the “Intercept 401(k) Plan”) to be terminated effective immediately prior to the Effective Time. In the event that Alfasigma requests that the Intercept 401(k) Plan be terminated, Intercept will provide Alfasigma with evidence that such Intercept 401(k) Plan has been terminated (the form and substance of which will be subject to review and approval by Alfasigma) not later than the day immediately preceding the Effective Time.

Prior to making any written or oral communications to the directors, officers or employees of Intercept or any of its subsidiaries pertaining to compensation or benefit matters that are affected by the transactions contemplated by the Merger Agreement, Intercept will provide Alfasigma with a copy of the intended communication, Alfasigma will have a reasonable period of time to review and comment on the communication, and Intercept will consider any such comments in good faith; provided that Intercept is not required to provide any such communication for Alfasigma’s review if such communication is consistent with previous press releases, public disclosures or other communications made by Alfasigma or Intercept in compliance with the Merger Agreement.

Convertible Notes

From the date of the Merger Agreement through the Effective Time, Intercept will take all actions required by the indentures governing Intercept’s Convertible Notes as a result of the execution and delivery of the Merger Agreement or the consummation of the transactions contemplated by the Merger Agreement, including giving any notices that may be required and the delivery to trustee, noteholders or other applicable persons, as applicable, of any documents or instruments required to be delivered. Intercept will provide Alfasigma and its legal counsel with reasonable opportunity (and in any event at least two (2) business days to the extent reasonably practicable) to review and comment on any notices, documents or instruments prior to such notices, documents or instruments being provided to the trustee, noteholders or other applicable persons, and Alfasigma will cooperate with Intercept with respect to any such notices, documents or instruments that are required to be executed or delivered on or after the Effective Time.

Indemnification and Insurance

In the Merger Agreement, for a period of six (6) years from the Effective Time, the parties agree that all rights to indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time (whether asserted or claimed prior to, at, or after the Effective Time) now existing in favor of the current or former directors or officers of Intercept and its subsidiaries under the certificate of incorporation, bylaws or other charter or organizational document of any of Intercept or its subsidiaries, as applicable, and certain other indemnification or other similar agreements of Intercept,

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will continue in full force and effect in accordance with their terms, and Alfasigma will cause the Surviving Corporation to perform its obligations thereunder.

Prior to the closing of the Merger, Intercept will use its reasonable best efforts to purchase “tail” directors’ and officers’ insurance for Intercept and its subsidiaries and their current and former directors and officers who are currently covered by the directors’ and officers’ insurance coverage currently maintained by or for the benefit of Intercept and its subsidiaries. Such “tail” insurance will provide coverage in an amount not less than the existing coverage and to have other terms no less favorable to the insured persons than the directors’ and officers’ insurance coverage currently maintained by or for the benefit of Intercept and its subsidiaries, in each case with respect to claims arising from facts or events that existed or occurred at or before the Effective Time. The aggregate premium for such “tail” insurance shall not exceed 300% of the aggregate annual premium most recently paid by Intercept and its subsidiaries prior to the date of the Merger Agreement (the “Maximum Amount”).

If and only if Intercept fails to purchase such “tail” insurance policies, for a period of six (6) years from the Effective Time, Alfasigma and the Surviving Corporation will either cause to be maintained in effect the current policies of directors’ and officers’ insurance maintained by or for the benefit of Intercept and its subsidiaries or purchase substitute policies for Intercept and its subsidiaries and their current and former directors and officers who are currently covered by the directors’ and officers’ insurance coverage currently maintained by or for the benefit of Intercept and its subsidiaries, in either case, of not less than the existing coverage and having other terms not less favorable to the insured persons than the directors’ and officers’ insurance coverage currently maintained by or for the benefit of Intercept and its subsidiaries with respect to claims arising from facts or events that existed or occurred at or before the Effective Time (with insurance carriers having at least an “A” rating by A.M. Best, except that in no event will Alfasigma or the Surviving Corporation be required to pay with respect to such insurance policies more than the Maximum Amount, and if the Surviving Corporation is unable to obtain the required coverage it will obtain as much comparable coverage as possible for the years within such six (6)-year period for a premium equal to the Maximum Amount.

Termination of the Merger Agreement

Subject to certain requirements set forth in the Merger Agreement, the Merger Agreement may be terminated prior to the Effective Time under the following circumstances:

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By mutual written agreement of Intercept and Alfasigma at any time prior to the Acceptance Time;

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By either Alfasigma or Intercept, if, at any time prior to the Acceptance Time, if the Closing shall not have occurred on or prior to 11:59 p.m. Eastern Time on the End Date; provided, however, that (x) if on the End Date all of the Offer Conditions set forth in the Merger Agreement (other than certain conditions in respect of the HSR Act or the orders or other legal requirements issued or promulgated by any governmental body), shall have been satisfied or waived by Alfasigma or the Purchaser, to the extent waivable by Alfasigma or the Purchaser, then the End Date will automatically be extended by a period of 90 days; and (y) the right to terminate the Merger Agreement under this paragraph will not be available to any party whose material breach of the Merger Agreement has caused or resulted in the Offer not being consummated by such date (such termination, an “End Date Termination”);

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By either Alfasigma or Intercept, if any governmental authority of competent jurisdiction in a jurisdiction where either Alfasigma or Intercept operates their respective business or owns any material assets shall have issued, promulgated, enacted or deemed applicable to the Merger or the Offer any order, injunction, decree, ruling or other legal requirement or taken any other action, in each case permanently restraining, enjoining, making illegal or otherwise prohibiting the consummation of the Offer or the Merger, which order, injunction, decree, ruling or other legal requirements or other action shall be final and non-appealable;

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By Alfasigma, if, prior to the Acceptance Time, Intercept or the Board of Directors of Intercept shall have effected a Company Adverse Recommendation Change;

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By Intercept, if, prior to the Acceptance Time, if (i) Intercept and its subsidiaries and their representatives shall have complied in all material respects with non solicitation and board

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recommendation provisions of the Merger Agreement with respect to the Superior Offer described in clause (ii) of this paragraph, (ii) Intercept substantially concurrently with the termination of the Merger Agreement, enters into a binding written definitive acquisition agreement providing for the consummation of a transaction which the Board of Directors of Intercept shall have determined, in good faith, constitutes a Superior Offer (a “Specified Agreement”), and (iii) Intercept pays to Alfasigma the applicable Termination Fee (as defined below);

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By Alfasigma, at any time prior to the Acceptance Time, if a breach of any representation or warranty contained in the Merger Agreement or failure to perform any covenant or obligation in the Merger Agreement on the part of Intercept shall have occurred such that a condition related to such breach or failure to perform set forth in the Merger Agreement would not be satisfied and cannot be cured by Intercept by the End Date, or if capable of being cured in such time period, shall not have been cured within thirty (30) days of the date Alfasigma gives Intercept written notice of such breach or failure to perform (an “Intercept Breach Termination”);

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By Intercept if, prior to the Acceptance Time, if a breach of any representation or warranty contained in the Merger Agreement or failure to perform any covenant or obligation in the Merger Agreement on the part of Alfasigma or the Purchaser shall have occurred, in each case, if such breach or failure would reasonably be expected to prevent Alfasigma or the Purchaser from consummating the transactions under the Merger Agreement and such breach or failure cannot be cured by Alfasigma or the Purchaser, as applicable, by the End Date, or, if capable of being cured in such time period, shall not have been cured within thirty (30) days of the date Intercept gives Alfasigma written notice of such breach or failure to perform; or

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By Intercept (i) if following the expiration of the Offer, the Purchaser shall have failed to accept for payment all Shares validly tendered (and not validly withdrawn) pursuant to the Offer, or (ii) if following the Acceptance Time, the Purchaser shall have failed to purchase all Shares validly tendered (and not validly withdrawn) pursuant to the Offer.

Termination Fee

Intercept has agreed to pay Alfasigma a termination fee of $34,000,000 (the “Termination Fee”) if:

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Intercept terminates the Merger Agreement to enter into a Specified Agreement with respect to a Superior Offer not solicited in material breach of the Merger Agreement;

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Alfasigma terminates the Merger Agreement due to Intercept or the Board of Directors of Intercept having effected a Company Adverse Recommendation Change; or

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(i) the Merger Agreement is terminated by (A) Alfasigma or Intercept pursuant to an End Date Termination (but, in the case of a termination by Intercept, only if at the time the Merger Agreement is terminated Alfasigma would not have been prohibited from terminating the Merger Agreement due to its material breach of the Merger Agreement that has caused or resulted in the Offer not being consummated by such date) or Alfasigma pursuant to an Intercept Breach Termination, (ii) a bona fide Acquisition Proposal has been publicly disclosed after the date of the Merger Agreement and prior to such termination and such Acquisition Proposal has not been publicly withdrawn prior to such termination, and (iii) within twelve (12) months of such termination Intercept shall have entered into a definitive agreement with respect to, or consummated, an Acquisition Proposal; provided that for purposes of clause (iii) the references to “20%” in the definition of “Acquisition Proposal” will be deemed to be references to “50%”.

In the event of any termination by Intercept or Alfasigma pursuant to which a Termination Fee is payable by Intercept, payment of the Termination Fee will be deemed to be liquidated damages for any and all losses or damages suffered or incurred by Alfasigma, the Purchaser, any of their respective affiliates or any other person in connection with the Merger Agreement. None of Alfasigma, Purchaser or any of their respective affiliates will be entitled to bring or maintain any claim, action or proceeding against Intercept or its subsidiaries arising out of or in connection with the Merger Agreement, any of the transactions contemplated thereunder or any matters forming the basis for such termination. Following Intercept’s payment to Alfasigma of the Termination Fee, payment when due and paid from Intercept to Alfasigma of the Termination Fee in accordance with the Merger Agreement shall be the sole and exclusive remedy of

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Alfasigma, the Purchaser or any of their affiliates against Intercept and its affiliates and any of their related parties for any loss suffered as a result of the failure of the Offer or the Merger to be consummated or for a breach or failure to perform under the Merger Agreement or otherwise. In no event will Intercept be required to pay the Termination Fee on more than one occasion.

Specific Performance

Alfasigma, the Purchaser and Intercept are entitled to an injunction or injunctions, specific performance, or other equitable relief, to prevent breaches of the Merger Agreement or to enforce specifically the terms and provisions thereof in addition to any other remedy to which they are entitled, at law or in equity, except to the extent that the Termination Fee has been paid in accordance with the Merger Agreement.

Fees and Expenses

Except as otherwise provided for in the Merger Agreement, all fees and expenses incurred in connection with the Merger Agreement and the transactions contemplated by the Merger Agreement will be paid by the party incurring such fees and expenses.

Governing Law

The Merger Agreement is governed by the laws of the State of Delaware.

Conditions to the Offer

See Section 15 — “Conditions to the Offer.”

Other Agreements

The Confidentiality Agreement

On July 10, 2023, Intercept entered into a confidentiality agreement with Alfasigma (the “Confidentiality Agreement”) in connection with the evaluation, negotiation or completion of a potential negotiated transaction between the parties.

As a condition to being furnished Evaluation Material (as defined in the Confidentiality Agreement), Alfasigma agreed, subject to certain exceptions, that, during the term of the Confidentiality Agreement, it would, and it would direct its representatives to, keep such Evaluation Material confidential and to use such information solely for the purpose of evaluating, negotiating or completing a possible transaction between the parties. The Confidentiality Agreement contains standstill obligations with a term of 18 months that would automatically terminate before the expiration of such term in certain situations, including the entry by Intercept into an agreement governing a change of control transaction with a third party. The Confidentiality Agreement expires on July 10, 2033.

The summary above of the Confidentiality Agreement does not purport to be complete and is qualified in its entirety by reference to the Confidentiality Agreement, which we have filed as Exhibit (d)(2) to the Schedule TO, which may be examined and copied as set forth in Section 8 — “Certain Information Concerning Alfasigma, TURYTES and the Purchaser”. For a complete understanding of the Confidentiality Agreement, stockholders of Intercept and other interested parties are encouraged to read the full text of the Confidentiality Agreement.

12.

Purpose of the Offer; Plans for Intercept.

Purpose of the Offer

We are making the Offer pursuant to the Merger Agreement in order for Alfasigma to acquire control of, and following the Merger, the entire equity interest in, Intercept while allowing Intercept’s stockholders an opportunity to receive the Offer Price promptly by tendering their Shares into the Offer. The Merger will be effected pursuant to Section 251(h) of the DGCL. Accordingly, we and Intercept have agreed to take

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all necessary action to cause the Merger to become effective as soon as possible following the consummation of the Offer, without a meeting of stockholders of Intercept, in accordance with the DGCL.

Holders of Shares who tender their Shares into the Offer will cease to have any equity interest in Intercept and will no longer participate in the future growth of Intercept. If the Merger is consummated, the current holders of Shares will no longer have an equity interest in Intercept and instead will only have the right to receive an amount in cash equal to the Offer Price or, to the extent that holders of Shares are entitled to and have properly demanded appraisal in connection with the Merger, the amounts to which such holders of Shares are entitled in accordance with the DGCL.

Plans for Intercept

Except as disclosed in this Offer to Purchase, we do not have any present plan or proposal that would result in the acquisition by any person of additional securities of Intercept, the disposition of securities of Intercept, an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving Intercept, or the sale or transfer of a material amount of assets of Intercept. After completion of the Offer and the Merger, Intercept will be a wholly owned subsidiary of Alfasigma, and the directors and officers of the Purchaser immediately prior to the Effective Time will be the directors and officers, respectively, of Intercept pursuant to the Merger Agreement. Alfasigma will review Intercept’s business and operations going forward and will take such actions as it deems appropriate under the circumstances.

Following the Merger, all Shares will be delisted from Nasdaq and deregistered under the Exchange Act.

13.

Certain Effects of the Offer.

Because the Merger will be governed by Section 251(h) of the DGCL, no stockholder vote will be required to consummate the Merger. We and Intercept have agreed to take all necessary action to cause the Merger to become effective as soon as practicable following the consummation of the Offer. We expect to consummate the Merger as soon as practicable (and in no event later than one business day) following the Acceptance Time.

Market for Shares. If the Offer is completed and we accordingly acquire a number of Shares that satisfies the Minimum Condition and the other conditions to the Merger are satisfied or waived, then, in accordance with the terms of the Merger Agreement, we will effect the Merger as promptly as practicable (no later than one (1) business day) following consummation of the Offer without a vote or any further action by the stockholders of the Company pursuant to Section 251(h) of the DGCL. As a result of the Merger, there will be no public or other market for the Shares.

Nasdaq Listing. Immediately following the Merger, the Shares will no longer meet the requirements for continued listing on Nasdaq because there will be only one stockholder of Intercept. Immediately following the consummation of the Merger we intend and will cause the Surviving Corporation to delist the Shares from Nasdaq.

Exchange Act Registration. The Shares are currently registered under the Exchange Act. Registration of the Shares may be terminated by application of Intercept to the SEC if the Shares are not listed on a national securities exchange and there are fewer than 300 record holders of Shares. We intend to have Intercept apply for termination of registration of the Shares under the Exchange Act as soon as practicable after the completion of the Merger.

Margin Regulations. The Shares are currently “margin securities” under the regulations of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”), which has the effect, among other things, of allowing brokers to extend credit using the Shares as collateral, subject to certain limitations. Depending upon factors similar to those described above regarding listing and market quotations, following the Offer, the Shares may no longer constitute “margin securities” for the purposes of the margin regulations of the Federal Reserve Board, in which case the Shares would be ineligible as collateral for margin loans made by brokers.

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14.

Dividends and Distributions.

As discussed in Section 11 — “The Merger Agreement; Other Agreements — The Merger Agreement — Covenants — Operation of Intercept’s Business,” the Merger Agreement provides that, neither Intercept nor its subsidiaries will declare or pay any dividend in respect of any shares of its capital stock (including the Shares) without Alfasigma’s prior written consent.

15.

Conditions to the Offer.

Notwithstanding any other provisions of the Offer or the Merger Agreement and in addition to the Purchaser’s rights to extend, amend or terminate the Offer in accordance with the provisions of the Merger Agreement and applicable law, we will not be required to accept for payment or (subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) under the Exchange Act) pay for, and may delay the acceptance for payment of, and the payment for, any validly tendered Shares, if any of the conditions set forth below are not satisfied or waived in writing by Alfasigma and us (to the extent waivable) by one minute after 11:59 p.m. Eastern Time on the Expiration Date:

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the Minimum Condition has been satisfied;

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specified representations and warranties of Intercept with respect to its corporate organization, subsidiaries, organizational documents, authority and binding nature of the Merger Agreement, the applicability of certain antitakeover laws, opinion of financial advisor and Intercept’s brokers and other advisors shall have been accurate in all material respects except for de minimis inaccuracies as of the date of the Merger Agreement and as of the Acceptance Time, in each case as if made on and as of such date and time (except representations and warranties that by their terms speak specifically as of another date or time will be measured only as of such date or time);

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specified representations and warranties of Intercept with respect to its capitalization shall be true and accurate in all respects as of the date of the Merger Agreement and as of the Acceptance Time, in each case as if made on and as of such date and time (except representations and warranties that by their terms speak specifically of another date or time will be measured only as of such date or time), in each of the foregoing cases, except for de minimis inaccuracies;

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specified representations and warranties of Intercept with respect to no material adverse effect shall be accurate in all respects as of the date of the Merger Agreement and at and as of the Acceptance Time as if made on and as of the Acceptance Time ;

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the representations and warranties of Intercept set forth in the Merger Agreement (other than those mentioned above) shall be true and accurate (without taking into account any “Material Adverse Effect” and “materiality” qualifications contained in such representations and warranties) as of the date of the Merger Agreement and at and as of the Acceptance Time as if made on and as of the Acceptance Time (except to the extent any such representation or warranty expressly relates to an earlier date or period, in which case as of such date or period), except where the failure of such representations and warranties to be so true and accurate has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;

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Intercept shall have complied with or performed in all material respects the covenants and agreements it is required to comply with or perform at or prior to the Acceptance Time;

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since the execution and delivery of the Merger Agreement, there shall not have occurred any Material Adverse Effect which is continuing;

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Alfasigma and the Purchaser shall have received a certificate executed on behalf of Intercept by an authorized officer of Intercept confirming that certain Offer Conditions have been satisfied;

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any waiting period (or any extension thereof) applicable to the Offer under the HSR Act shall have expired or been terminated;

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other legal requirement (whether temporary, preliminary or permanent) or taken any other action, in each case restraining, enjoining, making illegal or otherwise prohibiting the consummation of the Merger or the Offer, which order, injunction, decree, ruling, or other legal requirement or action remains in effect;

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the Termination Condition; and

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Intercept shall have received correspondence from the FDA acknowledging that Intercept’s proposed revised milestone for certain postmarketing requirements will be December 2023, as requested in Intercept’s submission to the FDA made on September 25, 2023 (Intercept has received such correspondence on October 3, 2023).

The foregoing conditions are for the sole benefit of Alfasigma and the Purchaser and (except for the Minimum Condition, the Termination Condition and conditions related to HSR Act and actions by government bodies) may be waived by Alfasigma and the Purchaser, in whole or in part at any time and from time to time, in the sole discretion of Alfasigma and the Purchaser, to the extent permitted under applicable legal requirements.

16.

Adjustments to Prevent Dilution.

In the event that, notwithstanding Intercept’s covenant to the contrary (see Section 11 — “The Merger Agreement; Other Agreements — The Merger Agreement — Covenants — Operation of Intercept’s Business”), between the date of the Merger Agreement and the Acceptance Time, Intercept effects a stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Shares), cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to the Shares, the Offer Price will be adjusted appropriately, and such adjustment to the Offer Price will provide to the holders of Shares the same economic effect as contemplated by the Merger Agreement prior to such action.

17.

Certain Legal Matters; Regulatory Approvals.

General

Based on our and Alfasigma’s review of publicly available filings by Intercept with the SEC and other information regarding Intercept, neither we nor Alfasigma are aware of any governmental license or regulatory permit that appears to be material to Intercept’s business that might be adversely affected by our acquisition of Shares as contemplated in this Offer to Purchase or, except as set forth below, of any approval or other action by any governmental, administrative or regulatory authority or agency, domestic or foreign, that would be required for the acquisition or ownership of Shares by us as contemplated in this Offer to Purchase. However, if any such approvals or other actions were to exist and were not obtained, a governmental, administrative or regulatory authority could take actions that may give us the right to not accept for payment and pay for Shares in the Offer. The Merger Agreement does not obligate us or Alfasigma or any of our or their affiliates to (and without Alfasigma’s consent Intercept and its subsidiaries will not) take any of the following actions in connection with obtaining regulatory approval for the Offer or the Merger: (i) sell, divest, license, hold separate or otherwise dispose of any asset, interest or business; (ii) terminate, relinquish, modify, transfer, assign, restructure or waive existing agreements, collaborations, relationships, ventures, contractual rights, obligations or other arrangements; or (iii) any other behavioral undertakings and commitments whatsoever including but not limited to creating or consenting to create any relationships, ventures, contractual rights, obligations or other arrangements.

Business Combination Statutes.

Intercept is incorporated under the laws of the State of Delaware and is subject to the provisions of Section 203 of the DGCL (the “Business Combination Provisions”), which imposes certain restrictions upon business combinations involving Intercept. The following description is not complete and is qualified in its entirety by reference to the provisions of the Business Combination Provisions. In general, the Business Combination Provisions prevent a Delaware corporation from engaging in a “business combination”

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(which is defined to include a variety of transactions, including mergers) with an “interested stockholder” for a period of three years following the time such person became an interested stockholder unless:

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prior to such time, the board of directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;

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upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding those shares owned (i) by persons who are directors and also officers and (ii) employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or

•

at or subsequent to such time the business combination is approved by the board of directors and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 662∕3% of the outstanding voting stock which is not owned by the interested stockholder.

For purposes of the Business Combination Provisions, the term “interested stockholder” generally means any person (other than the corporation and any direct or indirect majority-owned subsidiary of the corporation) that (i) is the owner of 15% or more of the outstanding voting stock of the corporation or (ii) is an affiliate or associate of the corporation and was the owner of 15% or more of the outstanding voting stock of the corporation at any time within the three-year period immediately prior to the date on which it is sought to be determined whether such person is an interested stockholder, and the affiliates and associates of such person.

Upon consummation of the Offer, Alfasigma and Purchaser could collectively be deemed to be an “interested stockholder” for purposes of the Business Combination Provisions and, absent the prior approval of Intercept’s board of directors, the Business Combination Provisions could prohibit consummation of the Merger for a period of three years following consummation of the Offer. However, Intercept’s board of directors have approved the execution of the Merger Agreement, the Offer and the Merger. Accordingly, Alfasigma and Purchaser do not believe that the Business Combination Provisions, or any similar business combination laws or regulations of any other state, will be an impediment to the consummation of the Offer or the Merger.

A number of states have adopted laws and regulations that purport to apply to attempts to acquire corporations that are incorporated in such states, or whose business operations have substantial economic effects in such states, or which have substantial assets, security holders, employees, principal executive offices or principal places of business in such states. We have not attempted to comply with any state takeover statutes in connection with the Offer or the Merger, other than the Business Combination Provisions. We reserve the right to challenge the validity or applicability of any state law or regulation allegedly applicable to the Offer or the Merger, and nothing in this Offer to Purchase or any action that we take in connection with the Offer is intended as a waiver of that right. In the event that it is asserted that one or more takeover or business combination statutes applies to the Offer or the Merger, and it is not determined by an appropriate court that the statutes in question do not apply or are invalid as applied to the Offer or the Merger, as applicable, we may be required to file certain documents with, or receive approvals from, the relevant state authorities, and if such a governmental authority sought or obtained an injunction seeking to prevent our purchase of Shares in the Offer, we might be unable to accept for payment or purchase Shares tendered in the Offer or be delayed in completing the Offer. In that case, we may not be obligated to accept for purchase, or pay for, any Shares tendered.

Going Private Transactions

The SEC has adopted Rule 13e-3 under the Exchange Act which is applicable to certain “going private” transactions and which may under certain circumstances be applicable to the Merger or another business combination following the purchase of Shares pursuant to the Offer in which the Purchaser seeks to acquire the remaining Shares not held by it. Rule 13e-3 will not be applicable to the Merger because it is

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anticipated that the Merger will be effected within one (1) year following the consummation of the Offer and, in the Merger, stockholders will receive the same price per Share as paid in the Offer.

Antitrust Compliance — HSR Act

Under the HSR Act and the related rules and regulations that have been promulgated thereunder by the FTC, certain acquisition transactions may not be consummated unless certain information and documentary materials have been furnished to the Antitrust Division and the FTC and certain waiting period requirements have been satisfied. The requirements of the HSR Act apply to the acquisition of Shares in the Offer and the Merger.

Under the HSR Act and the rules and regulations promulgated thereunder by the FTC, the initial waiting period for a cash tender offer is 15 days, but this period may be shortened if the reviewing agency grants “early termination” of the waiting period, or it may be lengthened if the acquiring person voluntarily withdraws and re-files to allow a second 15-day waiting period, or if the reviewing agency issues a formal request for additional information and documentary material.

The FTC and the Antitrust Division will consider the legality under the antitrust laws of the Purchaser’s proposed acquisition of Shares pursuant to the Offer. At any time before or after the Purchaser’s acceptance for payment of Shares pursuant to the Offer, if the Antitrust Division or the FTC believes that the Offer would violate the U.S. federal antitrust laws by substantially lessening competition in any line of commerce affecting U.S. consumers, the FTC and the Antitrust Division have the authority to challenge the transaction by seeking a federal court order enjoining the transaction or, if Shares have already been acquired, requiring disposition of such Shares, or the divestiture of substantial assets of Alfasigma, the Purchaser, Intercept or any of their respective subsidiaries or affiliates. U.S. state attorneys general and private persons may also bring legal action under the antitrust laws seeking similar relief or seeking conditions to the completion of the Offer. While we believe that the consummation of the Offer will not violate any antitrust laws, there can be no assurance that a challenge to the Offer on antitrust grounds will not be made or, if a challenge is made, what the result will be. If any such action is threatened or commenced by the FTC, the Antitrust Division or any state or any other person, the Purchaser may not be obligated to consummate the Offer or the Merger.

Appraisal Rights

Holders of the Shares do not have appraisal rights in connection with the Offer. However, if the Merger is consummated, Intercept stockholders who continuously held Shares from the date of the demand for appraisal through the effective date of the Merger who (i) did not tender their Shares in the Offer; (ii) follow the procedures set forth in Section 262 of the DGCL; and (iii) do not thereafter withdraw their demand for appraisal of such Shares or otherwise lose their appraisal rights, in each case in accordance with DGCL, will be entitled to a judicial determination of the fair value of their Shares (exclusive of any element of value arising from the accomplishment or expectation of the Merger) and to receive payment of such fair value in cash, together with a fair rate of interest thereon, if any, in lieu of receiving the Merger Consideration for their Shares.

The “fair value” of any Shares could be based upon considerations other than, or in addition to, the price paid in the Offer and the market value of such Shares. Holders of Shares should recognize that the value so determined could be higher or lower than, or the same as, the Offer Price or the Merger Consideration (which is equivalent in amount to the Offer Price). Moreover, we may argue in an appraisal proceeding that, for purposes of such proceeding, the fair value of such Shares is less than such amount.

Under Section 262 of the DGCL, where a merger is approved under Section 251(h) of the DGCL, either a constituent corporation before the effective date of the merger, or the surviving corporation within 10 days thereafter, shall notify each of the holders of any class or series of stock of such constituent corporation who are entitled to appraisal rights of the approval of the merger and that appraisal rights are available for any or all shares of such class or series of stock of such constituent corporation, and shall include in such notice a copy of Section 262 of the DGCL or information directing the stockholders to a publicly available electronic resource at which Section 262 of the DGCL may be accessed without subscription or cost. The Schedule 14D-9 will constitute the formal notice of appraisal rights under Section 262 of the DGCL.

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As described more fully in the Schedule 14D-9, if a stockholder desires to exercise appraisal rights under Section 262 of the DGCL, such stockholder must do all of the following:

•

within the later of the consummation of the Offer, which shall occur on the date on which acceptance and payment for Shares occurs, and 20 days after the date of mailing of the notice of appraisal rights in the Schedule 14D-9, deliver to Intercept a written demand for appraisal of Shares held, which demand must reasonably inform Intercept of the identity of the stockholder and that the stockholder is demanding appraisal;

•

not tender their Shares in the Offer;

•

continuously hold of record the Shares from the date on which the written demand for appraisal is made through the Effective Time; and

•

comply with the procedures of Section 262 of the DGCL for perfecting appraisal rights thereafter.

Any holder of Shares who wishes to exercise such appraisal rights or who wishes to preserve his, her or its right to do so, should carefully review the discussion of procedures required to be followed to demand and perfect appraisal rights under Section 262 of DGCL summarized in the Schedule 14D-9 as well as the provisions of Section 262 of the DGCL, the full text of which is accessible without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262, because failure to timely and properly comply with the procedures specified will result in the loss of appraisal rights under the DGCL.

The foregoing summary of the appraisal rights of stockholders in the Merger under the DGCL does not purport to be a complete statement of the procedures to be followed by stockholders desiring to exercise appraisal rights available under the DGCL in connection with the Merger and is qualified in its entirety by reference to Item 8 — “Additional Information — Appraisal Rights” in the Schedule 14D-9 and to Section 262 of the DGCL. The perfection of appraisal rights requires strict adherence to the applicable provisions of the DGCL. If the Merger occurs and a stockholder withdraws or loses his right to appraisal, such holder will only be entitled to receive the Offer Price.

Stockholder Approval Not Required

Section 251(h) of the DGCL provides that, subject to certain statutory requirements, if following consummation of a tender offer for stock of a public Delaware corporation, the stock irrevocably accepted for purchase pursuant to such offer and received by the Depositary prior to the expiration of such offer, together with the stock otherwise owned by the consummating corporation or its affiliates and any rollover stock (each as defined in Section 251(h) of the DGCL), equals at least such percentage of the stock, and of each class or series thereof, of the target corporation that would otherwise be required to adopt a merger agreement under the DGCL or the target corporation’s certificate of incorporation, and each outstanding share of each class or series of stock that is the subject of the tender offer and is not irrevocably accepted for purchase in the offer is to be converted in such merger into the right to receive the same amount and kind of consideration to be paid for shares of such class or series of stock irrevocably accepted for purchase in the tender offer, the consummating corporation can effect a merger without a vote of the stockholders of the target corporation. Accordingly, if the Offer is consummated and the number of Shares validly tendered (and not properly withdrawn) in accordance with the terms of the tender offer (but excluding Shares tendered pursuant to guaranteed delivery procedures that have not yet been received, as defined by Section 251(h) of the DGCL) prior to the expiration of the tender offer, together with the Shares then owned by us and our affiliates and any rollover stock represent at least one (1) Share more than 50% of the outstanding Shares, we do not anticipate seeking the approval of Intercept’s remaining public stockholders before effecting the Merger. Section 251(h) also requires that the Merger Agreement provide that such Merger shall be effected as soon as practicable following the consummation of the Offer. Therefore, the parties have agreed that, subject to the conditions specified in the Merger Agreement, the Merger will become effective as soon as practicable after the consummation of the Offer. We, Alfasigma and Intercept have agreed to take all necessary action to cause the Merger to become effective as soon as practicable following the consummation of the Offer, without a meeting of stockholders of Intercept, in accordance with Section 251(h) of the DGCL.

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18.

Fees and Expenses.

We have retained Georgeson LLC to act as the Information Agent and Computershare Trust Company, N.A. to act as the Depositary in connection with the Offer. The Information Agent may contact holders of Shares by mail, telephone, telecopy, email or other electronic message and personal interview and may request brokers, dealers, commercial banks, trust companies and other nominees to forward materials relating to the Offer to beneficial owners of Shares.

The Information Agent and the Depositary each will receive reasonable and customary compensation for their respective services in connection with the Offer, will be reimbursed for reasonable expenses and will be indemnified against certain liabilities and expenses in connection therewith.

Neither we, nor Alfasigma will pay any fees or commissions to any broker or dealer or any other person (other than to the Depositary and the Information Agent) in connection with the solicitation of tenders of Shares pursuant to the Offer. Brokers, dealers, commercial banks, trust companies and other nominees will, upon request, be reimbursed by us for customary mailing and handling expenses incurred by them in forwarding offering materials to their customers.

19.

Miscellaneous.

The Offer is being made to all holders of the Shares. We are not aware of any jurisdiction in which the making of the Offer or the acceptance thereof would be prohibited by securities, “blue sky” or other valid laws of such jurisdiction. If we become aware of any U.S. state in which the making of the Offer or the acceptance of Shares pursuant thereto would not be in compliance with an administrative or judicial action taken pursuant to U.S. state statute, we will make a good faith effort to comply with any such law. If, after such good faith effort, we cannot comply with any such law, the Offer will not be made to (nor will tenders be accepted from or on behalf of) the holders of Shares in such state. In any jurisdictions where applicable laws require the Offer to be made by a licensed broker or dealer, the Offer will be deemed to be made on behalf of the Purchaser by one (1) or more registered brokers or dealers licensed under the laws of such jurisdiction to be designated by the Purchaser.

No person has been authorized to give any information or to make any representation on behalf of us or Alfasigma not contained in this document or in the Letter of Transmittal, and, if given or made, such information or representation must not be relied upon as having been authorized. No broker, dealer, bank, trust company, fiduciary or other person will be deemed to be the agent of us, Alfasigma, the Depositary or the Information Agent or any affiliate of any of them for the purpose of the Offer.

We and Alfasigma have filed with the SEC a Tender Offer Statement on Schedule TO pursuant to Rule 14d-3 under the Exchange Act, furnishing certain additional information with respect to the Offer, and may file amendments thereto. In addition, a Solicitation/Recommendation Statement on Schedule 14D-9 is being filed with the SEC by Intercept pursuant to Rule 14d-9 under the Exchange Act, setting forth the recommendation of the Board of Directors of Intercept with respect to the Offer and the reasons for such recommendation and furnishing certain additional related information, and Intercept may file amendments thereto. The Schedule TO and the Schedule 14D-9, including their respective exhibits, and any amendments to any of the foregoing, may be examined and copies may be obtained from the SEC’s website at www.sec.gov and are available from the Information Agent at the address and telephone number set forth on the back cover of this Offer to Purchase.

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ANNEX A
INFORMATION RELATING TO ALFASIGMA, TURYTES AND THE PURCHASER

Alfasigma is a società per azioni (joint stock company) incorporated in Italy, a parent of the Purchaser and 84% controlled by TURYTES. TURYTES is a società per azioni (joint stock company) incorporated in Italy. The principal executive office, telephone number and principal business of each of these entities is described in Section 8 — “Certain Information Concerning Alfasigma, TURYTES and the Purchaser.”

Directors and Executive Officers of Alfasigma, TURYTES and the Purchaser

Set forth in the tables below are the name, current principal occupation and material positions held during the past five (5) years of each of the directors and executive officers of Alfasigma, TURYTES and the Purchaser. Except as provided below, the business address of each director and executive officer of Alfasigma and the Purchaser is Via Ragazzi del ’99, 5, 40133 — Bologna, Italy, and the business address of each director and executive officer of TURYTES is Galleria Cavour, 4 — 40121 Bologna, Italy.

Alfasigma S.p.A.

Name (Citizenship)			Present Principal Occupation/Material Positions Held During the Past Five Years
Giada Tasso (Italy)			Chief Strategy Officer of Alfasigma S.p.A. (2018 − Present)
Anton Giorgio Failla (Italy)			Corporate Business Development Director of Alfasigma S.p.A. (2017 − Present)
Vivek Devaraj (India)			Executive Director International Business Unit of Alfasigma S.p.A. (2023 − Present)
			Country Head of Sandoz South Africa Pty Ltd, located at 72 Steel Road Spartan Kempton Park 1619 South Africa, the principal business of which is pharmaceuticals (On assignment from employment with Sandoz Private Limited MIDC Plot No 8-A/2, 8-B, TTC Industrial Area, Kalwe Block, Navi Mumbai 400 708 India) (2017 − 2019)
			Country Head of Sandoz Italy S. P. A., located at Viale Don Luigi Sturzo 43 20154 Milano Italy, the principal business of which is pharmaceuticals (On assignment from employment with Sandoz Private Limited MIDC Plot No 8-A/2, 8-B, TTC Industrial Area, Kalwe Block, Navi Mumbai 400 708 India) (2019 − 2022)
Giuseppe Allocca (Italy)			Corporate Operations & Supply Chain Executive Director of Alfasigma S.p.A. (2020 − Present)
			President and CEO at BIOSINT S.p.A., located at Via Pontina KM30, n. 400, Pomezia (RM)-Italy, the principal business of which is pharmaceuticals (2022 − Present)
			President and CEO at SOFAR S.p.A., located at Via Firenze n. 40, Trezzano Rosa (MI)-Italy, the principal business of which is pharmaceuticals (2023 − Present)
Andrea Ugo Enrico Pellacani (Italy, United States)			Head of R&D Corporate Director of Alfasigma S.p.A (2023 − Present)

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Name (Citizenship)			Present Principal Occupation/Material Positions Held During the Past Five Years
			Head of R&D of Menarini Group, located at V. Sette Santi 7, Firenze, the principal business of which is pharmaceuticals (2015 − 2021)
Marco Castino (Italy)			General Manager Country Italia of Alfasigma S.p.A (2023 − Present)
			Head of Europe of Zambon S.p.A., located at Via Lillo del Duca, 10 — 20091 Bresso, the principal business of which is pharmaceuticals (2018 − 2023)
Anna Celleri (United States and Italy)			Corporate HR and Organization Executive Director of Alfasigma S.p.A. (2023 − Present)
			HR Director EMEA of Eaton Industries GMBH, located at Via Route de la longeraie 7, Morges 1110, the principal business of which is intelligent power management company. (2012 − 2023)
Michele Antonio Cera (Italy)			Corporate General Counsel at Alfasigma S.p.A. (2016 − Present)
Fabio Russo (Italy)			Chief Procurement Officer & Head of ESO at Alfasigma S.p.A. (2023 − Present)
			Associate Partner of McKinsey & Company, located at Piazza del Duomo, 31, 2012 Milano MI — Italy, the principal business of which is consulting (2018 − 2021)
			Expert Associate Partner at Bain & Company, Via Santa Maria Segreta, 2 n° 3 Milan − Italy, the principal business of which is consulting (2022 − 2023)
Simona Gelpi (Italy)			Corporate Communication & Institutional Relations Director at Alfasigma S.p.A. (2023 − Present)
			Group Corporate Communication Manager at Autogrill S.p.A., located at Via Luigi Giulietti, 9 — 28100 Novara (NO) — Italy, the principal business of which is restaurant services (2016 − 2019)
			Head of Group Communication Manager at Autogrill S.p.A., located at Via Luigi Giulietti, 9 — 28100 Novara (NO) — Italy the principal business of which is restaurant services. (2019 − 2022)
			Group Media Relation & External Communication Director at Barilla Group, located at Via Mantova, 166, Parma — Italy, the principal business of which is food industry (2022 − 2023)
Stefano Pasi (Italy)			Corporate Chief Financial Officer at Alfasigma S.p.A. (2012 − Present)
Azencotch Richard (France)			Head of Global Product and Portfolio Strategy at Alfasigma S.p.A. (2023 − Present)

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Name (Citizenship)			Present Principal Occupation/Material Positions Held During the Past Five Years
			Head of Global Cardiology & Hypertension Franchise, Servier International, France, located at 63-65 boulevard Massena — 73013 Paris — France, the principal business of which is pharmaceuticals. (2019 − 2023)
			General Manager at Servier Czech Republic, located at 2116/15 Na Florenci, Prague, 110 00, Czech Republic, the principal business of which is pharmaceuticals. (2017 − 2020)
Francesco Balestrieri (Italy)			Chief Executive Officer at Alfasigma S.p.A. (2021 − Present)
			President Region Europe at Sandoz, located at Industriestrasse 25 — 83607 — Holzkirchen — Germany, the principal business of which is pharmaceuticals (Generics and Biosimiliars) (2017 − 2019)
			Operating Partner in the healthcare sector of Europe at Advent International, located at 160 Victoria St, London SW1E 5LB, UK, the principal business of which is global private equity investments (2020 − 2021)
			Board Director and Advisor to the Chief Executive Officer at Recordati S.p.A., located at Via Matteo Civitali, 1 — 20148 Milano — Italy, the principal business of which is pharmaceuticals (2020 − 2021)
			Board Member at Remedica, located at Aharnon Street, Limassol Industrial Estate, 3056 Limassol, Cyprus, the principal business of which is pharmaceuticals (2021 − 2022)
Andrea Golinelli (Italy)			Deputy Chairman of Alfasigma S.p.A. (2015 − Present)
			Deputy Chairman of Turytes S.p.A. (July 2022 − Present)
Marina Golinelli (Italy)			Board Member of Alfasigma S.p.A. (2021 − Present)
			Board Member of Turytes S.p.A. (2022 − Present)
			Corporate Sales Excellence, at Alfasigma S.p.A. (2018 − 2020)
			Corporate Planning & Reporting, at Alfasigma S.p.A. (2020 − 2022)
			Board Member of Alfa Wassermann Real Estate srl, located at Galleria Cavour 4, Bologna Italy, the principal business of which is real estate (2022 − Present)
			Board Member of Alfa Wassermann Inc., located at 4 Henderson Drive, West Caldwell, New Jersey 07006, the principal business of which is diagnostics (2020 − Present)

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Name (Citizenship)			Present Principal Occupation/Material Positions Held During the Past Five Years
			Board Member of Fondazione Golinelli, located at Paolo Nanni Costa 14, Bologna, Italy, the principal business of which is a non-profit organization (2022 − Present)
			Board Member of Utopia SIS SpA, located at Paolo Nanni Costa 20, Bologna, Italy, which is an investment company in the life sciences sector (2021 − Present)
Stefano Golinelli (Italy)			Board Member of Alfasigma S.p.A. (2019 − Present)
			Employee of Alfasigma S.p.A. (2016 − Present)
			Member of the Board of Directors of Fondazione Golinelli, located at Paolo Nanni Costa 14, Bologna, Italy, the principal business of which is a non-profit organization (2012 − Present)
			Member of the Board of Directors of Turytes S.p.A. (2022 − Present)
			Member of the Board of Directors of International Foundation of Big Data and Artificial Intelligence for Human Development), located at Via Galliera 32, Bologna, Italy, the principal business of which is a non-profit organization (2023 − Present)
			Member of the Board of Directors of Alfa Wassermann Inc., located at 4 Henderson Drive, West Caldwell New Jersey 07006, United States, the principal business of which is diagnostics (2023 − Present)
Stefano Golinelli (Italy)			Chairman of Alfasigma S.p.A. (2015 − Present)
			Chairman of Turytes S.p.A. (July 2022 − Present)
			Managing Partner of Marino Golinelli & C. SAPA (now Turytes SpA) (2015 − July 2022)
			Chairman of Alfa Wassermann, Inc., located at 4 Henderson Drive, West Caldwell, New Jersey 07006, the principal business of which is diagnostics (1998- Present)
Carlo Incerti (Italy)			Operating Partner at Forbio, located at Goomieer 2-31411 DC Naarden, the Netherlands, the principal business of which is venture capital (2019 − Present)
			Member of the Board of Alfasigma S.p.A. (2021 − Present)
			Member of the Board of Dyne Therapeutics, located at 1560 Trapelo Road, Waltham, Massachusetts, United States, the principal business of which is pharmaceuticals. (2021 − Present)

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Name (Citizenship)			Present Principal Occupation/Material Positions Held During the Past Five Years
			Chairman of the Board of Erydel S.p.a., located at Meucci- 320091 Bresso (MI), Italy, the principal business of which is pharmaceuticals (2020 − Present)
			Chairman of the Board of Vectory Therapeutics, located at Science Park 408, 1098 XH Amsterdam, the Netherlands, the principal business of which is pharmaceuticals (2020 − Present)
			Chairman of the Board of Azafaros B.V., located at Biopartner gebouw 1, J.H. Oortweg 21, 2333 CH Leiden, the Netherlands, the principal business of which is pharmaceuticals (2020 − Present)
			Chairman of the Board of Numab Therapeutics, located at Bachtobelstrasse 5, 8810 Horgen, Switzerland, the principal business of which is pharmaceuticals (2023 − Present)
			Chairman of the Board of Inversago Pharma, located at 1100 Rene-Levesque Boulevard West, Suite 1110, Montreal, Quebec H3B 4N4, Canada, the principal business of which is pharmaceuticals (2020 − 2023)
			Member of the Board of Gotham Therapeutics, located at 430 E 29th Street #1435, New York, New York 10016, United States, the principal business of which is pharmaceuticals (2019 − 2020)
Carlo Rosa (Italy)			Chief Executive Officer of DiaSorin S.p.A., located at Crescentino s.n.c., 13040 Saluggia (VC), Italy, the principal business of which is immunodiagnostic and molecular diagnostic, licensed technology solutions. (2006- Present)
			Board Member of Alfasigma S.p.A. (2023 − Present)
			Sole Director of Sarago S.r.l., located at Corso Matteotti 10 — 201, Milano, Italy, the principal business of which is a personal holding company.
			Chairman of Sarago 1 S.r.l., located at Corsco Matteotti 10 — 20121 Milano, Italy, the principal business of which is a personal holding company.
			Member of the Board of Directors of Istituto Italiano di Tecnologia Foundation, located at Morego 30 — 16163, Genova, the principal business of which is advanced research center.
Guido Armando Tugnoli (Italy)			Chairman of Four Partners Advisory SCF S.p.A., located at Via Senato 12, 20121 Milan, Italy, the principal business of which is a financial advisory company (2007 − Present)
			Board Member of Alfasigma S.p.A. (2015 − Present)

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Name (Citizenship)			Present Principal Occupation/Material Positions Held During the Past Five Years
Andrea Dini (Italy)			Chairman of Aptafin SPA, located at Viale Shakespeare 47, Rome, Italy, which is a private holding company operating in various investment sectors (2013 − Present)
			Chief Executive Officer of ENNE ESSE TI SPA, located at Viale Shakespeare 47, Rome, Italy, which is a holding company (2015 − Present)
			Board Member of Alfasigma S.p.A. (2015 − Present)
			Board Member of Wallife SPA, located at Via Vittorio Veneto 116, 00187, Rome (RM), Italy, which is an insure-tech company active in developing and distributing insurance products on ID biometric frauds and possible risks related to the usage of new technologies (October 2021 − Present)
			Board Member of Essetifin SPA, located in Viale Sudafrica 20, 00144, Rome, Italy, which is a private holding controlling and managing group (October 2021 − Present)
Giampaolo Girotti (Italy)			Board Member of Alfasigma S.p.A. (2022 − Present)
			Deputy Chairman of Alfasigma S.p.A. (2018 − 2022)
			Chief Executive Officer of AlfA Wassermann Real Estate srl, located at Galleria Cavour 4, 40121, Bologna, Italy, the principal business of which is real estate (2022 − Present)

Turytes S.p.A.

Name (Citizenship)			Present Principal Occupation/Material Positions Held During the Past Five Years
Giorgio Vitali (Italy)			Chief Financial Officer, Turytes S.p.A. the principal business of which is to serve as a holding company (2016 − Present)
			Board Member of Alfa Wassermann Real Estate srl, located at Galleria Cavour 4, Bologna Italy, the principal business of which is real estate (2022 − Present)
			Board Member of Alfa Wassermann Inc., located at 4 Henderson Drive, West Caldwell, NJ 07006, the principal business of which is diagnostics (2020 − Present)
Andrea Golinelli (Italy)			Deputy Chairman of Turytes S.p.A. (July 2022 − Present) See above.
Marina Golinelli (Italy)			Board Member of Turytes S.p.A. (2022 − Present)
			See above.
Stefano Golinelli (Italy)			Member of the Board of Directors of Turytes S.p.A. (2022 − Present)
			See above.

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Name (Citizenship)			Present Principal Occupation/Material Positions Held During the Past Five Years
Stefano Golinelli (Italy)			Chairman of Turytes S.p.A. (July 2022 − Present)
			See above.

Interstellar Acquisition Inc.

Name (Citizenship)			Present Principal Occupation/Material Positions Held During the Past Five Years
Francesco Balestrieri (Italy)			Director and President at Interstellar Acquisition Inc. (2023 − Present)
			See above.
Stefano Pasi (Italy)			Director and Treasurer at Interstellar Acquisition Inc. (2023 − Present)
			See above.
Michele Antonio Cera (Italy)			Secretary at Interstellar Acquisition Inc. (2023 − Present)
			See above.

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ANY LETTER OF TRANSMITTAL TO BE DELIVERED TO THE DEPOSITARY MAY ONLY BE SENT TO THE DEPOSITARY BY MAIL OR COURIER TO ONE OF THE ADDRESSES SET FORTH BELOW AND MAY NOT BE SENT BY FACSIMILE TRANSMISSION. ANY CERTIFICATES REPRESENTING SHARES AND ANY OTHER REQUIRED DOCUMENTS SENT BY A STOCKHOLDER OF INTERCEPT OR SUCH STOCKHOLDER’S BROKER, DEALER, COMMERCIAL BANK, TRUST COMPANY OR OTHER NOMINEE SHOULD BE SENT TO THE DEPOSITARY AS FOLLOWS:

The Depositary for the Offer is:

Computershare Trust Company, N.A.

By First Class, Registered or Certified Mail:
Computershare Trust
Company, N.A., Depositary
c/o Voluntary Corporate Actions
PO Box 43011
Providence, Rhode Island 02940-3011

By Express or Overnight Delivery:
Computershare Trust
Company, N.A., Depositary
c/o Voluntary Corporate Actions
150 Royall Street, Suite V
Canton, Massachusetts 02021

Questions or requests for assistance or additional copies of this Offer to Purchase, the Letter of Transmittal, the Notice of Guaranteed Delivery and other tender offer materials may be directed to the Information Agent at its telephone number and address set forth below. Stockholders may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer.

The Information Agent for the Offer is:

1290 Avenue of the Americas, 9th Floor
New York, NY 10104

Shareholders, Banks and Brokers
Call Toll Free: 888-293-6812
Email: ICPTOffer@Georgeson.com

Exhibit (a)(1)(ii)

LETTER OF TRANSMITTAL
to Tender Shares of Common Stock
of
INTERCEPT PHARMACEUTICALS, INC.

Pursuant to the Offer to Purchase
dated October 11, 2023
by
INTERSTELLAR ACQUISITION INC.
a wholly owned subsidiary of
ALFASIGMA S.P.A.

THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT ONE MINUTE FOLLOWING 11:59 P.M., EASTERN TIME, ON NOVEMBER 7, 2023, UNLESS THE OFFER IS
EXTENDED OR TERMINATED.

THIS FORM SHOULD BE COMPLETED, SIGNED AND SENT TOGETHER WITH ALL OTHER DOCUMENTS, INCLUDING YOUR CERTIFICATES FOR SHARES OF COMMON STOCK, TO COMPUTERSHARE TRUST COMPANY, N.A. (THE “DEPOSITARY & PAYING AGENT”) AT ONE OF THE ADDRESSES SET FORTH BELOW. DELIVERY OF THIS LETTER OF TRANSMITTAL OR OTHER DOCUMENTS OR INSTRUCTIONS TO AN ADDRESS OTHER THAN AS SET FORTH BELOW DOES NOT CONSTITUTE VALID DELIVERY. DELIVERIES TO INTERSTELLAR ACQUISITION INC., ALFASIGMA S.P.A. OR GEORGESON LLC. (THE “INFORMATION AGENT”) WILL NOT BE FORWARDED TO THE DEPOSITARY & PAYING AGENT AND THEREFORE WILL NOT CONSTITUTE VALID DELIVERY. DELIVERIES TO THE DEPOSITORY TRUST COMPANY WILL NOT CONSTITUTE VALID DELIVERY TO THE DEPOSITARY & PAYING AGENT.

Mail or deliver this Letter of Transmittal, together with any certificate(s) evidencing your shares, to:

COMPUTERSHARE TRUST COMPANY, N.A.

	By First Class, Registered or Certified Mail:			By Express or Overnight Delivery:
	Computershare Trust Company, N.A., Depositary c/o Voluntary Corporate Actions P.O. Box 43011 Providence, RI 02940-3011			Computershare Trust Company, N.A., Depositary c/o Voluntary Corporate Actions 150 Royall Street, Suite V Canton, MA 02021

DESCRIPTION OF SHARES TENDERED

Name(s)and Address(es) of Registered
Holder(s) (Please fill in exactly as name(s)
appear(s) on certificate(s) or DRS Account)

Shares Tendered
(Attach additional list if necessary — See Instruction 3)

Share Certificate
Number(s)*

Total Number of
Shares Evidenced
by Certificate(s) or
DRS Shares**

Number of
Shares
Tendered***

Total Shares

Need not be completed by stockholders tendering by book-entry transfer or if Shares are held through a book-entry/direct registration account (a “DRS Account”) maintained by Intercept Pharmaceuticals, Inc’s transfer agent (such Shares, “DRS Shares”).

Need not be completed by stockholders tendering by book-entry transfer.

***

Unless otherwise indicated, it will be assumed that all Shares described above are being tendered. See Instruction 4.

YOU SHOULD READ THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL CAREFULLY BEFORE COMPLETING THIS LETTER OF TRANSMITTAL. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES OF THE OFFER TO PURCHASE OR THIS LETTER OF TRANSMITTAL MAY BE MADE TO OR OBTAINED FROM THE INFORMATION AGENT AT ITS TELEPHONE NUMBER OR E-MAIL ADDRESS SET FORTH BELOW.

You must sign this letter of transmittal (together with any amendments or supplements hereto, this “Letter of Transmittal”) in the appropriate space provided below, with signature guarantee if required, and complete the enclosed Internal Revenue Service Form W-9, if required (or provide an applicable Internal Revenue Service Form W-8).

The Offer (as defined below) is not being made to (nor will tenders be accepted from or on behalf of) holders of Shares in any jurisdiction in which the making of the Offer or the acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction or any administrative or judicial action pursuant thereto. Purchaser (as defined below) may, in its discretion, take such action as it deems necessary to make the Offer to holders of Shares (as defined below) in such jurisdiction. In any jurisdiction where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer, the Offer will be deemed to be made on behalf of Purchaser or by one or more registered brokers or dealers licensed under the laws of such jurisdiction.

This Letter of Transmittal is to be used if certificates evidencing Shares are being forwarded herewith, if DRS Shares are being tendered or, unless an Agent’s Message (as defined below) is utilized, if delivery of Shares is to be made by book-entry transfer into the Depositary & Paying Agent’s account at The Depository Trust Company (the “Book-Entry Transfer Facility”) pursuant to the procedures set forth in Section 3 of the Offer to Purchase (as defined below).

If you wish to tender your Shares in the Offer, but: (a) the certificates evidencing your Shares are not immediately available or cannot be delivered to the Depositary & Paying Agent prior to the Expiration Time (as defined below); (b) you cannot comply with the procedures for book-entry transfer prior to the Expiration Time; or (c) your other required documents cannot be delivered to the Depositary & Paying Agent prior to the Expiration Time, you may still tender your Shares by complying with the guaranteed delivery

procedures described in Section 3 of the Offer to Purchase. Delivery of documents to the Book-Entry Transfer Facility does not constitute delivery to the Depositary & Paying Agent.

NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ ACCOMPANYING INSTRUCTIONS CAREFULLY

☐

CHECK HERE IF SHARE CERTIFICATES HAVE BEEN MUTILATED, LOST, STOLEN OR DESTROYED. SEE INSTRUCTION 9.

☐

CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER INTO THE DEPOSITARY & PAYING AGENT’S ACCOUNT AT THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:

	Name of Tendering Institution:
	Account Number:
	Transaction Code:

☐

CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY & PAYING AGENT AND COMPLETE THE FOLLOWING:

Name(s) of Tendering Stockholder(s):

	Date of Execution of Notice of Guaranteed Delivery: , 2023
	Name of Eligible Institution which Guaranteed Delivery:
	If Delivery is by Book-Entry Transfer:

	Name of Tendering Institution:
	Account Number:
	Transaction Code Number:

Ladies and Gentlemen:

The undersigned hereby tenders to Interstellar Acquisition Inc. (“Purchaser”), a Delaware corporation and a wholly owned subsidiary of Alfasigma S.p.A. (“Alfasigma”) an Italian società per azioni (joint stock company), the above-described shares of common stock, par value $0.001 per share (individually, a “Share” and collectively, the “Shares”), of Intercept Pharmaceuticals, Inc. (“Intercept”), a Delaware corporation, pursuant to Purchaser’s offer to purchase all the outstanding Shares, for $19.00 per Share (the “Offer Price”), net to the seller in cash, without interest and subject to any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase dated October 11, 2023 (together with any amendments or supplements thereto, the “Offer to Purchase”), receipt of which is hereby acknowledged, and in this Letter of Transmittal (together with the Offer to Purchase, the “Offer”). The Offer expires at one minute following 11:59 p.m., Eastern Time, on November 7, 2023, unless extended by Purchaser as described in the Offer to Purchase (as may be extended from time to time, the “Expiration Time”).

Upon the terms and subject to the conditions of the Offer and effective upon acceptance for payment of and payment for the Shares tendered herewith, the undersigned hereby sells, assigns and transfers to or upon the order of Purchaser all right, title and interest in and to all the Shares that are being tendered hereby (and any and all other Shares or other securities issued or issuable in respect thereof on or after the date hereof) and irrevocably appoints Purchaser the true and lawful agent and attorney-in-fact of the undersigned with respect to such Shares (and all such other Shares or securities), with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), to: (i) deliver certificates evidencing such Shares (and all such other Shares or securities), transfer ownership of such Shares (and all other such Shares or securities) held in a DRS Account, or transfer ownership of such Shares (and all such other Shares or securities) on the account books maintained by the Book-Entry Transfer Facility, together, in any such case, with all accompanying evidences of transfer and authenticity, to or upon the order of Purchaser; (ii) present such Shares (and all such other Shares or securities) for transfer on the books of Intercept; and (iii) receive all benefits and otherwise exercise all rights of beneficial ownership of such Shares (and all such other Shares or securities), all in accordance with the terms of the Offer.

By executing this Letter of Transmittal (or taking action resulting in the delivery of an Agent’s Message), the undersigned hereby irrevocably appoints Francesco Balestrieri, Stefano Pasi and Michele Cera in their respective capacities as officers of Purchaser, and any other person designated in writing by Purchaser, as the true and lawful agents, attorneys, attorneys-in-fact and proxies of the undersigned, each with full power of substitution to: (i) vote at any annual or special meeting of Intercept’s stockholders or any adjournment or postponement thereof, by written consent or otherwise, in such manner as each such attorney-in-fact and proxy or his or her substitute shall in his or her sole discretion deem proper; and (ii) otherwise act as each such attorney-in-fact and proxy or his or her substitute shall in his or her sole discretion deem proper, in each case with respect to all of the Shares tendered hereby and accepted for payment by Purchaser (and any and all other Shares or other securities issued or issuable in respect thereof on or after the date hereof); provided that this appointment will be effective if and when, and only to the extent that, Purchaser accepts such Shares for payment pursuant to the Offer. This power of attorney and proxy are irrevocable and are granted in consideration of the acceptance for payment of such Shares by Purchaser in accordance with the terms of the Offer. Such acceptance for payment shall, without further action, revoke any other powers of attorney, proxies or consents granted by the undersigned at any time with respect to such Shares (and all such other Shares or securities), and no subsequent powers of attorney or proxies will be given, nor subsequent consents executed by the undersigned with respect thereto (and, if previously given or executed, will cease to be effective).

The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Shares tendered herein (and any and all other Shares or other securities issued or issuable in respect thereof on or after the date hereof) and that when the same are accepted for payment by Purchaser, Purchaser will acquire good, marketable and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claims. The undersigned hereby represents and warrants that the certificates evidencing such Shares have been endorsed to the undersigned in blank, that the undersigned is a participant whose name appears on a security position listing as the owner of such Shares in a DRS Account, or that the undersigned is a participant in the Book-Entry Transfer Facility whose name appears on a security position listing as the owner of such

Shares. The undersigned will, upon request, execute and deliver any additional documents deemed by the Depositary & Paying Agent or Purchaser to be necessary or desirable to complete the sale, assignment and transfer of the Shares tendered hereby (and all such other Shares or securities).

All authority herein conferred or agreed to be conferred shall not be affected by and shall survive the death or incapacity of the undersigned, and any obligation of the undersigned hereunder shall be binding upon the heirs, executors, administrators, personal representatives, trustees in bankruptcy, successors and assigns of the undersigned. Except as stated in the Offer to Purchase, this tender is irrevocable.

The undersigned understands that the valid tender of Shares pursuant to any one of the procedures described in Section 3 of the Offer to Purchase and in the instructions to this Letter of Transmittal will constitute the undersigned’s acceptance of the terms and conditions of the Offer. Purchaser’s acceptance of such Shares for payment will constitute a binding agreement between the undersigned and Purchaser upon the terms and subject to the conditions of the Offer (and if the Offer is extended or amended, the terms or conditions of any such extension or amendment). Without limiting the foregoing, if the price to be paid in the Offer is amended in accordance with the terms of the merger agreement described in the Offer, the price to be paid to the undersigned will be the amended price notwithstanding the fact that a different price is stated in this Letter of Transmittal. The undersigned recognizes that under certain circumstances set forth in the Offer to Purchase, Purchaser may not be required to accept for payment any Shares tendered hereby and may terminate the Offer in accordance with the terms of the merger agreement described in the Offer and return all tendered Shares to tendering stockholders. Rule 14e-1(c) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requires Purchaser to pay the consideration offered or return the Shares tendered promptly after the termination or withdrawal of the Offer. If any tendered Shares are not accepted for payment pursuant to the terms and conditions of the Offer for any reason, including if certificates are submitted for more Shares than are tendered, (i) in the case of certificated Shares, Purchaser will return certificates (or issue new certificates) evidencing unpurchased or untendered Shares to the undersigned, (ii) in the case of DRS Shares, the unpurchased Shares will be credited to the undersigned’s DRS Account or (iii) in the case of Shares delivered by book-entry transfer into the Depositary & Paying Agent’s account at the Book-Entry Transfer Facility pursuant to the procedures set forth in Section 3 of the Offer to Purchase, the unpurchased Shares will be credited to the undersigned’s account maintained at the Book-Entry Transfer Facility, without expense to the undersigned, promptly following the expiration, termination or withdrawal of the Offer.

Unless otherwise indicated in the box labeled “Special Payment Instructions,” please issue the check for the purchase price of any Shares purchased and, if appropriate, return any Shares not tendered or accepted for payment in the name(s) of the registered holder(s) appearing above under “Description of Shares Tendered” (and, in the case of DRS Shares or Shares tendered by book-entry transfer, by credit to the DRS Account or the account at the Book-Entry Transfer Facility, respectively). Similarly, unless otherwise indicated in the box labeled “Special Delivery Instructions,” please mail the check for the purchase price of any Shares purchased and, if appropriate, any certificates for Shares not tendered or accepted for payment (and accompanying documents, as appropriate) to the address(es) of the registered holder(s) appearing above under “Description of Shares Tendered.” In the event that the boxes labeled “Special Payment Instructions” and “Special Delivery Instructions” are both completed, please issue the check for the purchase price of any Shares purchased and, if appropriate, return any Shares not tendered or accepted for payment in the name(s) of, and mail such check and any certificates to, the person(s) so indicated. The undersigned recognizes that Purchaser has no obligation, pursuant to the completion of the box labeled “Special Payment Instructions,” to transfer any Shares from the name of the registered holder(s) thereof if Purchaser does not accept for payment any of such Shares so tendered.

SPECIAL PAYMENT INSTRUCTIONS
(See Instructions 1, 6, 7 and 8)

To be completed ONLY if the check for the purchase price of Shares purchased (less the amount of any U.S. federal income and backup withholding tax required to be withheld) or certificates for Shares not tendered or accepted for payment are to be issued in the name of someone other than the registered holder(s) or if DRS Shares or Shares tendered by book-entry transfer which are not accepted for payment are to be returned by credit to a DRS Account or an account maintained at a Book-Entry Transfer Facility other than the account designated above.

Issue ☐ check ☐ certificates to:

Name:

(Please Print)

	Address:
	(Include Zip Code)

Taxpayer Identification Number:

☐

Credit DRS Shares not accepted for payment to the DRS Account set forth below:

Account Name:

SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 6, 7 and 8)

To be completed ONLY if the check for the purchase price of Shares purchased (less the amount of any U.S. federal income and backup withholding tax required to be withheld) or certificates for Shares not tendered or accepted for payment are to be mailed to someone other than the registered holder(s) or to the registered holder(s) at an address other than the address(es) appearing above under “Description of Shares Tendered.”

Issue ☐ check ☐ certificates to:

	Name:			(Please Print)
	Address:			(Include Zip Code)

SIGN HERE

(Please complete the enclosed Internal Revenue Service Form W-9 or provide an applicable Internal Revenue Service Form W-8)

	Sign Here:
	Sign Here:

Signature(s) of Stockholder(s)

Dated , 2023

Name(s):

Business name, if different from above:

(Please Print)

Capacity (Full Title):

Address:

(Include Zip Code)

Area Code and Telephone Number:

(Must be signed by registered holder(s) exactly as name(s) appear(s) on stock certificate(s), DRS Account or security position listing or by person(s) authorized to become registered holder(s) by certificates and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, agent, officer of a corporation or other person acting in a fiduciary or representative capacity, please set forth full title and see Instruction 5.)

Guarantee of Signature(s)
(If required; see Instructions 1 and 5)
(For use by Eligible Institutions only.
Place medallion guarantee in space below.)

	Name of Firm:
	Address:

(Include Zip Code)

Authorized Signature:

Name:

(Please Print)

Area Code and Telephone Number:

Dated , 2023

INSTRUCTIONS
Forming Part of the Terms and Conditions of the Offer

1. Guarantee of Signatures. Except as otherwise provided below, all signatures on this Letter of Transmittal must be guaranteed by a financial institution (including most commercial banks, savings and loan associations and brokerage houses) that is a member of a recognized Medallion Program approved by The Securities Transfer Association, Inc., including the Securities Transfer Agents Medallion Program (STAMP), the Stock Exchange Medallion Program (SEMP) and the NASDAQ Medallion Stamp Program (MSP) or any other “eligible guarantor institution” (as such term is defined in Rule 17Ad-15 under the Exchange Act) (each, an “Eligible Institution”). No signature guarantee is required if (i) this Letter of Transmittal is signed by the registered holder(s) of the Shares (which term, for purposes of this document, includes any participant in any of the Book-Entry Transfer Facility’s systems whose name appears on a security position listing as the holder(s) of Shares) tendered herewith and such holder(s) have not completed either the box labeled “Special Payment Instructions” or the box labeled “Special Delivery Instructions” on this Letter of Transmittal or (ii) if such Shares are tendered for the account of an Eligible Institution. See Instruction 5.

2. Delivery of Letter of Transmittal and Shares. This Letter of Transmittal is to be used if certificates evidencing the Shares are being forwarded herewith, if DRS Shares are being tendered, or, unless an Agent’s Message is utilized, if delivery of Shares is to be made by book-entry transfer into the Depositary & Paying Agent’s account at the Book-Entry Transfer Facility pursuant to the procedures set forth in Section 3 of the Offer to Purchase. Certificates for all Shares (except DRS Shares), or a confirmation of a book-entry transfer into the Depositary & Paying Agent’s account at the Book-Entry Transfer Facility of all Shares delivered by book-entry transfer, together with a properly completed and duly executed Letter of Transmittal with any required signature guarantees (or, in the case of a book-entry delivery of Shares, an Agent’s Message in lieu of the Letter of Transmittal) and any other documents required by this Letter of Transmittal must be received by the Depositary & Paying Agent at one of its addresses set forth on the front page of this Letter of Transmittal prior to the Expiration Time.

Stockholders whose certificates evidencing their Shares are not immediately available or who cannot deliver their certificates and all other required documents to the Depositary & Paying Agent or complete the procedures for book-entry transfer prior to the Expiration Time may tender their Shares pursuant to the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase.

Under the guaranteed delivery procedures:

(i)

such tender must be made by or through an Eligible Institution;

(ii)

a properly completed and duly executed Notice of Guaranteed Delivery in the form provided by Purchaser with the Offer to Purchase must be received by the Depositary & Paying Agent prior to the Expiration Time; and

(iii)

the certificates evidencing all physically delivered Shares, or a confirmation of a book-entry transfer into the Depositary & Paying Agent’s account at the Book-Entry Transfer Facility of all Shares delivered by book-entry transfer, together with a properly completed and duly executed Letter of Transmittal together with any required signature guarantees (or, in the case of a book-entry delivery of Shares, an Agent’s Message in lieu of the Letter of Transmittal) and any other required documents, must be received by the Depositary & Paying Agent within two trading days after the date of execution of the Notice of Guaranteed Delivery, all as provided in Section 3 of the Offer to Purchase. A “trading day” is any day on which the Nasdaq Stock Market is open for business. “Agent’s Message” means a message transmitted by the Book-Entry Transfer Facility to, and received by, the Depositary & Paying Agent and forming a part of a book-entry confirmation stating that the Book-Entry Transfer Facility has received an express acknowledgment from the participant in the Book-Entry Transfer Facility tendering the Shares that are the subject of such book-entry confirmation that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and that Purchaser may enforce that agreement against the participant.

The method of delivery of Shares, including delivery through a DRS Account or the Book-Entry Transfer Facility, this Letter of Transmittal and all other required documents is at the election and sole risk of the

tendering stockholder, and delivery will be deemed made only when actually received by the Depositary & Paying Agent (including, in the case of a book-entry delivery, by confirmation of a book-entry transfer of such Shares into the Depositary & Paying Agent’s account at the Book-Entry Transfer Facility). If certificates evidencing Shares are sent by mail, we recommend you use registered mail with return receipt requested, properly insured, in time to be received on or prior to the Expiration Time. In all cases, you should allow sufficient time to ensure timely delivery.

No alternative, conditional or contingent tenders will be accepted, and no fractional Shares will be purchased. By executing this Letter of Transmittal, the tendering stockholder waives any right to receive any notice of the acceptance for payment of the Shares.

3. Inadequate Space. If the space provided herein is inadequate, the certificate numbers and/or the number of Shares should be listed on a separate signed schedule attached hereto.

4. Partial Tenders (Not Applicable to Stockholders Who Tender by Book-Entry Transfer). If fewer than all the Shares evidenced by any certificate delivered to the Depositary & Paying Agent or held in any DRS Account are to be tendered, fill in the number of Shares which are to be tendered in the box labeled “Number of Shares Tendered.” In such case, a new certificate for the remainder of the Shares evidenced by the old certificate will be issued and sent to the person(s) signing this Letter of Transmittal, unless otherwise provided in the appropriate box on this Letter of Transmittal, as promptly as practicable following the expiration, termination or withdrawal of the Offer. All DRS Shares or Shares evidenced by certificates delivered to the Depositary & Paying Agent will be deemed to have been tendered unless otherwise indicated.

5. Signatures on Letter of Transmittal; Stock Powers and Endorsements. If this Letter of Transmittal is signed by the registered holder(s) of any certificated Shares tendered hereby, the signature(s) must correspond with the name(s) as written on the face of the certificates without alteration or any change whatsoever.

If any of the Shares tendered hereby are held of record by two or more joint owners, all such persons must sign this Letter of Transmittal.

If any of the Shares tendered hereby are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations of certificates.

If this Letter of Transmittal is signed by the registered holder(s) of any certificated Shares tendered hereby, no endorsements of such certificates or separate stock powers are required unless payment of the purchase price is to be made or Shares not tendered or accepted for payment are to be returned to a person other than the registered holder(s). Signatures on any such certificates or stock powers must be guaranteed by an Eligible Institution.

If this Letter of Transmittal is signed by, payment of the purchase price is to be made to, or Shares not tendered or accepted for payment are to be returned in the name of, a person other than the registered holder(s) of the Shares tendered hereby, any certificates evidencing such Shares must be properly endorsed for transfer or accompanied by appropriate stock powers, in either case signed exactly as the name(s) of the registered holder(s) appear(s) on the certificates evidencing such Shares. Signature(s) on any such certificates or stock powers must be guaranteed by an Eligible Institution.

If this Letter of Transmittal or any certificate or stock power is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing and submit proper evidence satisfactory to Purchaser of his or her authority to so act.

6. Stock Transfer Taxes. Except as otherwise provided in this Instruction 6, all transfer, documentary, sales, use, stamp, registration and other similar taxes and fees with respect to the transfer of Shares pursuant to the Offer shall be borne by Intercept and shall not be a liability of holders of Shares. If the payment of the Offer Price is to be made to a person other than the person in whose name the tendered Shares are registered on the stock transfer books of Intercept, it shall be a condition of payment that the person requesting such payment shall have paid all transfer and other similar taxes required by reason of the payment

of the Offer Price to a person other than the registered holder of the Shares tendered, or shall have established to the satisfaction of the Purchaser that such taxes either have been paid or are not applicable.

7. Special Payment and Delivery Instructions. If the check for the purchase price of any Shares purchased is to be issued, or any Shares not tendered or accepted for payment are to be returned, in the name of a person other than the person(s) signing this Letter of Transmittal, or if the check or any certificates for Shares not tendered or accepted for payment are to be mailed to someone other than the person(s) signing this Letter of Transmittal or to the person(s) signing this Letter of Transmittal at an address other than the address(es) appearing above under “Description of Shares Tendered,” the appropriate boxes on this Letter of Transmittal should be completed. A stockholder tendering DRS Shares or Shares by book-entry transfer may request that Shares not purchased be credited to such DRS Account or account at the Book-Entry Transfer Facility as such stockholder may designate in the box labeled “Special Payment Instructions.” If no such instructions are given, any such Shares not purchased will be returned by crediting the DRS Account or account at the Book-Entry Transfer Facility designated above.

8. Internal Revenue Service Form W-9 or Form W-8. Under applicable U.S. federal income tax laws, unless certain certification requirements are met, the Depositary & Paying Agent generally will be required to withhold at the applicable backup withholding rate (currently 24%) from certain payments made to stockholders pursuant to the Offer. In order to avoid such backup withholding, each tendering stockholder, and, if applicable, each other payee, that is a United States person for U.S. federal income tax purposes must provide the Depositary & Paying Agent with the stockholder’s or payee’s taxpayer identification number and certify that such stockholder or payee is not subject to backup withholding (or is exempt from backup withholding) by completing the enclosed Internal Revenue Service Form W-9. In general, if a stockholder or payee is an individual, the taxpayer identification number is the social security number of such individual. If the stockholder or payee does not provide the Depositary & Paying Agent with its correct taxpayer identification number, the stockholder or payee may be subject to certain penalties imposed by the Internal Revenue Service. Certain stockholders or payees (including stockholders and payees who are not United States persons for U.S. federal income tax purposes) are exempt from these backup withholding requirements under certain circumstances. In order to satisfy the Depositary & Paying Agent that a foreign stockholder or payee qualifies as an exempt recipient, such stockholder or payee must submit to the Depositary & Paying Agent a properly completed Internal Revenue Service Form W-8 applicable to such stockholder or payee, signed under penalties of perjury, attesting to that stockholder or payee’s status as other than a United States person for U.S. federal income tax purposes. Internal Revenue Service Form W-8 can be obtained from the Depositary & Paying Agent or the Internal Revenue Service (www.irs.gov/formspubs/index.html). For further information concerning backup withholding and instructions for completing the Internal Revenue Service Form W-9 (including how to obtain a taxpayer identification number if you do not have one and how to complete the Internal Revenue Service Form W-9 if Shares are held in more than one name), please consult the instructions to the enclosed Internal Revenue Service Form W-9.

Failure to complete the Internal Revenue Service Form W-9 or provide the applicable Internal Revenue Service Form W-8 will not, by itself, cause Shares to be deemed invalidly tendered but may require the Depositary & Paying Agent to withhold at the applicable backup withholding rate on any payments made pursuant to, or in connection with, the Offer. Backup withholding is not an additional tax. Rather, the U.S. federal income tax liability of a person subject to backup withholding will be reduced by the amount of tax withheld, or if withholding results in an overpayment of taxes, a refund may generally be obtained, provided, in each case, that such taxpayer timely furnishes the required information to the Internal Revenue Service. Each tendering stockholder should consult with its tax advisor regarding (i) qualifications for exemption from backup withholding and (ii) the procedure for obtaining that exemption.

9. Mutilated, Lost, Stolen or Destroyed Certificates. If any certificate(s) evidencing Shares to be tendered have been mutilated, lost, stolen or destroyed, stockholders should (i) complete this Letter of Transmittal and check the appropriate box above and (ii) contact Intercept’s transfer agent, VStock Transfer LLC, immediately by calling 212-828-8436. The stockholder will then be instructed as to the steps that must be taken in order to replace the certificate. This Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost, mutilated, destroyed or stolen certificates have been followed.

10. Requests for Assistance or Additional Copies. If you have questions or need assistance, you should contact the Information Agent at its telephone number or e-mail address set forth on the back cover of this Letter of Transmittal. If you require additional copies of the Offer to Purchase, this Letter of Transmittal, the Notice of Guaranteed Delivery, the Internal Revenue Service Form W-9 or other related materials, you should contact the Information Agent. Copies will be furnished promptly at Purchaser’s expense.

11. Waiver of Conditions; Irregularities. Purchaser will determine, in its sole discretion, all questions as to the form of documents and the validity, eligibility (including time of receipt) and acceptance for payment of any tender of Shares, and its determination will be final and binding. Purchaser reserves the absolute right to reject any or all tenders of Shares that it determines not to be in proper form or the acceptance for payment of or payment for which may, in the opinion of its counsel, be unlawful. Purchaser also reserves the absolute right to waive any defect or irregularity in any tender of Shares. No tender of Shares will be deemed to have been validly made until all defects and irregularities with respect to such tender have been cured or waived. None of Purchaser, the Depositary & Paying Agent, the Information Agent or any other person will be under any duty to give notification of any defect or irregularity in tenders or waiver of any such defect or irregularity or incur any liability for failure to give any such notification. Purchaser’s interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the instructions thereto) will be final and binding.

IMPORTANT: This Letter of Transmittal, together with any signature guarantees, or, in the case of a book-entry transfer, an Agent’s Message, and any other required documents, must be received by the Depositary & Paying Agent prior to the Expiration Time and either certificates for tendered Shares must be received by the Depositary & Paying Agent (except in the case of DRS Shares) or Shares must be delivered pursuant to the procedures for book-entry transfer, in each case prior to the Expiration Time, or the tendering stockholder must comply with the procedures for guaranteed delivery.

The Information Agent for the Offer is:

1290 Avenue of the Americas, 9th Floor
New York, NY 10104

Shareholders, Banks and Brokers
Call Toll Free: 888-293-6812
Email: ICPTOffer@Georgeson.com

October 11, 2023

Exhibit (a)(1)(iii)

NOTICE OF GUARANTEED DELIVERY
to Tender Shares of Common Stock of
INTERCEPT PHARMACEUTICALS, INC.
Pursuant to the Offer to Purchase
dated October 11, 2023
by
INTERSTELLAR ACQUISITION INC.
a wholly owned subsidiary of
ALFASIGMA S.P.A.

THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT ONE MINUTE FOLLOWING 11:59 P.M., EASTERN TIME, ON NOVEMBER 7, 2023, UNLESS THE OFFER
IS EXTENDED OR TERMINATED.

This Notice of Guaranteed Delivery must be used to accept the Offer (as defined below) if the certificates evidencing shares of common stock, par value $0.001 per share, of Intercept Pharmaceuticals, Inc. or any other documents required by the Letter of Transmittal (as defined below) cannot be delivered to Computershare Trust Company, N.A., the depositary for the Offer (the “Depositary & Paying Agent”), or if you cannot comply with the procedures for book-entry transfer, prior to the Expiration Date (as defined in the Offer to Purchase (as defined below)). This Notice of Guaranteed Delivery, properly completed and duly executed, must be delivered to the Depositary & Paying Agent by email transmission or mail prior to the Expiration Date. See Section 3 of the Offer to Purchase.

The Depositary & Paying Agent for the Offer is:

Computershare Trust Company, N.A.

	By First Class, Registered or Certified Mail:			By Express or Overnight Delivery:
	Computershare Trust Company, N.A., Depositary c/o Voluntary Corporate Actions P.O. Box 43011 Providence, RI 02940-3011			Computershare Trust Company, N.A., Depositary c/o Voluntary Corporate Actions 150 Royall Street, Suite V Canton, MA 02021

By Email Delivery (for eligible institutions only):

CANOTICEOFGUARANTEE@computershare.com

FOR THIS NOTICE TO BE VALIDLY DELIVERED, IT MUST BE RECEIVED BY THE DEPOSITARY & PAYING AGENT AT THE ADDRESS LISTED ABOVE PRIOR TO THE EXPIRATION DATE. DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. DELIVERIES TO INTERSTELLAR ACQUISITION INC., ALFASIGMA S.P.A. OR GEORGESON LLC (THE “INFORMATION AGENT”) WILL NOT BE FORWARDED TO THE DEPOSITARY & PAYING AGENT AND THEREFORE WILL NOT CONSTITUTE VALID DELIVERY. DELIVERIES TO THE DEPOSITORY TRUST COMPANY WILL NOT CONSTITUTE VALID DELIVERY TO THE DEPOSITARY & PAYING AGENT.

This Notice of Guaranteed Delivery is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an Eligible Institution (as defined below) under the instructions thereto, such signature guarantee must appear in the applicable space provided in the signature box on the Letter of Transmittal. Do not send certificates evidencing Shares (as defined below) with this notice. Certificates evidencing Shares should be sent with your Letter of Transmittal.

Ladies and Gentlemen:

The undersigned hereby tenders to Interstellar Acquisition Inc. (“Purchaser”), a Delaware corporation and a wholly owned subsidiary of Alfasigma S.p.A. (“Alfasigma”), an Italian società per azioni (joint stock company), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated October 11, 2023 (together with any amendments or supplements thereto, the “Offer to Purchase”), and in the accompanying Letter of Transmittal (together with any amendments or supplements thereto, the “Letter of Transmittal” and together with the Offer to Purchase and related materials, as each may be amended and supplemented from time to time, the “Offer”), receipt of which is hereby acknowledged, the number of shares of common stock, par value $0.001 per share (individually, a “Share” and, collectively, the “Shares”), of Intercept Pharmaceuticals, Inc, a Delaware corporation, indicated below, pursuant to the guaranteed delivery procedures set forth in Section 3 of the Offer to Purchase.

Number of Shares tendered:

Name of record holder (please print):

Signature:

Address:

Zip code:

Telephone number: ( )

Certificate numbers, if available:

If delivery will be by book-entry transfer, check this box: ☐

Name of tendering institution:

Account number:

GUARANTEE
(Not to be used for signature guarantee)

The undersigned, a firm which is a bank, broker, dealer, credit union, savings association or other entity which is a member in good standing of a recognized Medallion Program approved by The Securities Transfer Association Inc., including the Securities Transfer Agents Medallion Program (STAMP), the Stock Exchange Medallion Program (SEMP), and the NASDAQ Medallion Stamp Program (MSP) or any other “eligible guarantor institution” (as such term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (each, an “Eligible Institution”), guarantees (i) that the above named person(s) “own(s)” the Shares tendered hereby within the meaning of Rule 14e-4 under the Exchange Act (“Rule 14e-4”), (ii) that such tender of Shares complies with Rule 14e-4 and (iii) to deliver to the Depositary & Paying Agent the certificates evidencing the Shares to be tendered hereby (or a confirmation of a book-entry transfer of such Shares into the Depositary & Paying Agent’s account at The Depository Trust Company in the case of a book-entry delivery), together with a properly completed and duly executed Letter of Transmittal (or manually signed facsimile thereof), any required signature guarantees (or an Agent’s Message, as defined in the Offer to Purchase, in the case of a book-entry delivery) and any other required documents, all within two Nasdaq Stock Market trading days of the date hereof.

(Name of Firm)

(Address)

(Zip Code)

(Authorized Signature)

(Name and Title)

(Area Code and Telephone Number)

Dated: , 2023

DO NOT SEND CERTIFICATES EVIDENCING SHARES WITH THIS NOTICE.
CERTIFICATES EVIDENCING SHARES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.

Exhibit (a)(1)(iv)

Offer To Purchase For Cash
All Outstanding Shares of Common Stock
of
INTERCEPT PHARMACEUTICALS, INC.
at
$19.00 Net per Share
Pursuant to the Offer to Purchase dated October 11, 2023
by
INTERSTELLAR ACQUISITION INC.,
a wholly owned subsidiary of
ALFASIGMA S.P.A.

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, EASTERN TIME, ON NOVEMBER 8, 2023 (ONE MINUTE AFTER 11:59 P.M., EASTERN TIME, ON NOVEMBER 7, 2023), UNLESS THE OFFER IS EXTENDED.

To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:

We have been engaged by Interstellar Acquisition Inc., a Delaware corporation (“Purchaser”) and a wholly owned subsidiary of Alfasigma S.p.A., an Italian società per azioni (joint stock company) (“Alfasigma”), to act as information agent in connection with Purchaser’s offer to purchase all of the shares of common stock, par value $0.001 per share (the “Shares”), other than Shares held by Alfasigma, Purchaser or any of their direct or indirect wholly owned subsidiaries or by Intercept, of Intercept Pharmaceuticals, Inc., a Delaware corporation (“Intercept”), that are issued and outstanding at a price of $19.00 per Share, net to the seller in cash, without interest (the “Offer Price”), less any applicable withholding of taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated October 11, 2023 (as it may be amended or supplemented from time to time, the “Offer to Purchase”), and the related Letter of Transmittal (as it may be amended or supplemented from time to time, the “Letter of Transmittal” and, together with the Offer to Purchase, the “Offer”) enclosed herewith. Please furnish copies of the enclosed materials to those of your clients for whom you hold Shares registered in your name or in the name of your nominee.

THE BOARD OF DIRECTORS OF INTERCEPT RECOMMENDS THAT STOCKHOLDERS TENDER ALL OF THEIR SHARES PURSUANT TO THE OFFER.

The Offer is not subject to any financing condition. The conditions of the Offer are described in Section 15 of the Offer to Purchase.

For your information and for forwarding to your clients for whom you hold Shares registered in your name or in the name of your nominee, we are enclosing the following documents:

The Offer to Purchase;

The Letter of Transmittal for your use in accepting the Offer and tendering Shares and for the information of your clients, together with the included IRS Form W-9;

A notice of guaranteed delivery to be used to accept the Offer if certificates evidencing Shares and all other required documents are not immediately available or cannot be delivered to Computershare Trust Company, N.A. (the “Depositary & Paying Agent”) by 12:00 midnight, Eastern Time, on November 8, 2023 (one minute after 11:59 p.m., Eastern Time, on November 7, 2023) (the “Expiration Date,” unless Purchaser extends the Offer pursuant to and in accordance with the terms of the Merger Agreement, in which event “Expiration Date” will mean the latest time and date at which the Offer, as so extended, will expire) or if the procedure for book-entry transfer cannot be completed by the Expiration Date (the “Notice of Guaranteed Delivery”);

A form of letter that may be sent to your clients for whose accounts you hold Shares registered in your name or in the name of your nominee, with space provided for obtaining such clients’ instructions with regard to the Offer;

Intercept’s Solicitation/Recommendation Statement on Schedule 14D-9; and

A return envelope addressed to the Depositary & Paying Agent for your use only.

We urge you to contact your clients as promptly as possible. Please note that the Offer and withdrawal rights will expire at 12:00 midnight, Eastern Time, on November 8, 2023 (one minute after 11:59 p.m., Eastern Time, on November 7, 2023), unless the Offer is extended.

The Offer is being made pursuant to the Agreement and Plan of Merger, dated as of September 26, 2023 (as it may be amended or supplemented from time to time in accordance with its terms, the “Merger Agreement”), by and among Alfasigma, Purchaser and Intercept, pursuant to which, as soon as practicable following the time Purchaser accepts for payment Shares validly tendered and not properly withdrawn pursuant to the Offer and subject to the satisfaction or waiver of the remaining conditions set forth in the Merger Agreement, Purchaser will merge with and into Intercept (the “Merger”), with Intercept continuing as the surviving corporation in the Merger and as a wholly owned subsidiary of Alfasigma. At the effective time of the Merger (the “Effective Time”), each Share then outstanding (other than Shares that are held by any stockholders who properly demand appraisal in connection with the Merger as described in the Offer to Purchase) will be converted into the right to receive the Offer Price, less any applicable withholding of taxes, except for Shares then held by Alfasigma, Purchaser or their wholly owned subsidiaries or by Intercept, which Shares will be cancelled and retired and will cease to exist, and no consideration will be delivered in exchange therefor.

After careful consideration, the board of directors of Intercept has, at a duly convened and held meeting: (i) determined that the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Offer and the Merger, are fair to, and in the best interest of, Intercept and its stockholders; (ii) declared it advisable to enter into the Merger Agreement; (iii) approved the execution, delivery and performance by Intercept of the Merger Agreement and the consummation of the transactions contemplated by the Merger Agreement, including the Offer and the Merger; (iv) agreed that the Merger shall be effected under Section 251(h) of the Delaware General Corporation Law, as amended; and (v) agreed to recommend that the stockholders of Intercept accept the Offer and tender their Shares to Purchaser pursuant to the Offer.

For Shares to be properly tendered pursuant to the Offer, (a) the share certificates or confirmation of receipt of such Shares under the procedure for book-entry transfer, together with a properly completed and duly executed Letter of Transmittal, including any required signature guarantees, or, in the case of book-entry transfers, either such Letter of Transmittal or an Agent’s Message (as defined in Section 3 of the Offer to Purchase) in lieu of such Letter of Transmittal, and any other documents required in the Letter of Transmittal, must be timely received by the Depositary & Paying Agent or (b) the tendering stockholder must comply with the guaranteed delivery procedures, all in accordance with the Offer to Purchase and the Letter of Transmittal. You may gain some additional time by making use of the Notice of Guaranteed Delivery.

Except as set forth in the Offer to Purchase, Purchaser will not pay any fees or commissions to any broker or dealer or other person for soliciting tenders of Shares pursuant to the Offer. Purchaser will, however, upon request, reimburse brokers, dealers, commercial banks, trust companies and other nominees for customary mailing and handling expenses incurred by them in forwarding the offering material to their customers. Purchaser will pay all stock transfer taxes applicable to its purchase of Shares pursuant to the Offer, subject to Instruction 6 of the Letter of Transmittal.

You may contact us as Information Agent with questions and requests for assistance, and for additional copies of the Offer to Purchase, the Letter of Transmittal, the Notice of Guaranteed Delivery and other tender offer materials, at the address and telephone number set forth on the back cover of the Offer to Purchase.

Very truly yours,

Georgeson LLC

Nothing contained herein or in the enclosed documents shall render you the agent of Purchaser, Alfasigma, Intercept, the Information Agent, or the Depositary & Paying Agent or any affiliate of any of them or authorize you or any other person to use any document or make any statement on behalf of any of them in connection with the Offer other than the enclosed documents and the statements contained therein.

Exhibit (a)(1)(v)

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, EASTERN TIME, ON NOVEMBER 8, 2023 (ONE MINUTE AFTER 11:59 P.M., EASTERN TIME,
ON NOVEMBER 7, 2023), UNLESS THE OFFER IS EXTENDED (SUCH DATE
AND TIME, AS IT MAY BE EXTENDED, THE “EXPIRATION DATE”).

October 11, 2023

To Our Clients:

Enclosed for your consideration are the Offer to Purchase, dated October 11, 2023 (as it may be amended or supplemented from time to time, the “Offer to Purchase”), and the related Letter of Transmittal (as it may be amended or supplemented from time to time, the “Letter of Transmittal” and, together with the Offer to Purchase, the “Offer”) in connection with the offer by Interstellar Acquisition Inc., a Delaware corporation (the “Purchaser”) and a wholly owned subsidiary of Alfasigma S.p.A., an Italian società per azioni (joint stock company) (“Alfasigma”), to purchase all of the shares of common stock, par value $0.001 per share (the “Shares”), other than Shares held by Alfasigma, Purchaser or any of their direct or indirect wholly owned subsidiaries or by Intercept (the “Excluded Shares”), of Intercept Pharmaceuticals, Inc. (“Intercept”), that are issued and outstanding at a price of $19.00 per Share, net to the seller in cash, without interest (the “Offer Price”), less any applicable withholding of taxes, upon the terms and subject to the conditions of the Offer.

THE BOARD OF DIRECTORS OF INTERCEPT RECOMMENDS THAT YOU TENDER
ALL OF YOUR SHARES PURSUANT TO THE OFFER.

We or our nominees are the holder of record of Shares held for your account. A tender of such Shares can be made only by us as the holder of record and pursuant to your instructions. The Letter of Transmittal accompanying this letter is furnished to you for your information only and cannot be used by you to tender Shares held by us for your account.

We request instructions as to whether you wish us to tender any or all of the Shares held by us for your account, upon the terms and subject to the conditions set forth in the enclosed Offer to Purchase and the Letter of Transmittal.

Please note carefully the following:

The price to be paid in the Offer is $19.00 per Share, net to you in cash, without interest, less any applicable withholding of taxes.

The Offer is being made for all outstanding Shares, other than the Excluded Shares.

The Offer is being made in connection with the Agreement and Plan of Merger, dated as of September 26, 2023 (as it may be amended or supplemented from time to time, the “Merger Agreement”), by and among Alfasigma, Purchaser and Intercept, pursuant to which, as soon as

practicable following the time Purchaser accepts for payment Shares validly tendered and not properly withdrawn pursuant to the Offer (the “Offer Acceptance Time”) and subject to the satisfaction or waiver of the remaining conditions set forth in the Merger Agreement, Purchaser will merge with and into Intercept (the “Merger”), with Intercept continuing as the surviving corporation in the Merger and as a wholly-owned subsidiary of Alfasigma. At the effective time of the Merger (the “Effective Time”), each Share then outstanding (other than Shares that are held by any stockholders who properly demand appraisal in connection with the Merger as described in the Offer to Purchase) will be converted into the right to receive the Offer Price, without interest, less any applicable withholding of taxes, except for Shares then held by Alfasigma, Purchaser or their wholly owned subsidiaries or by Intercept, which Shares will be canceled and will cease to exist, and no consideration will be delivered in exchange therefor.

After careful consideration, the board of directors of Intercept has, at a duly convened and held meeting: (i) determined that the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Offer and the Merger, are fair to, and in the best interest of, Intercept and its stockholders; (ii) declared it advisable to enter into the Merger Agreement; (iii) approved the execution, delivery and performance by Intercept of the Merger Agreement and the consummation of the transactions contemplated by the Merger Agreement, including the Offer and the Merger; (iv) agreed that the Merger shall be effected under Section 251(h) of the Delaware General Corporation Law, as amended (the “DGCL”); and (v) agreed to recommend that the stockholders of Intercept accept the Offer and tender their Shares to Purchaser pursuant to the Offer.

The Offer and withdrawal rights will expire at 12:00 midnight, Eastern Time, on November 8, 2023 (one minute after 11:59 p.m., Eastern Time, on November 7, 2023), unless the Offer is extended.

The Offer is not subject to any financing condition. The Offer is conditioned upon: (i) there shall have been validly tendered (and not validly withdrawn) Shares that, considered together with all other Shares (if any) beneficially owned by Alfasigma and its controlled affiliates, represent one (1) more Share than 50% of the total number of Shares outstanding as of the expiration of the Offer (excluding Shares tendered in the Offer pursuant to guaranteed delivery procedures that have not yet been delivered in settlement or satisfaction of such guarantee); (ii) the Merger Agreement shall not have been validly terminated in accordance with its terms; (iii) the expiration or termination of any waiting period applicable to the Offer under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; and (iv) those other conditions set forth in the Merger Agreement (collectively, the “Offer Conditions”). After the Offer Acceptance Time and subject to the satisfaction or waiver of the remaining conditions set forth in the Merger Agreement, Alfasigma, Purchaser and Intercept will cause the Merger to become effective without a meeting of the stockholders of Intercept in accordance with Section 251(h) of the DGCL.

If you wish to have us tender any or all of your Shares, then please so instruct us by completing, executing, detaching and returning to us the Instruction Form on the detachable part hereof. An envelope to return your instructions to us is enclosed. If you authorize tender of your Shares, then all such Shares will be tendered unless otherwise specified on the Instruction Form.

Your prompt action is requested. Your Instruction Form should be forwarded to us in ample time to permit us to submit the tender on your behalf before the Expiration Date.

The Offer is not being made to (and no tenders will be accepted from or on behalf of) holders of Shares in any state in which the making of the Offer or acceptance thereof would not be in compliance with the securities, “blue sky” or other laws of such state. However, Purchaser may, in its discretion, take such action as it deems necessary to make the Offer comply with the laws of any such state and extend the Offer to holders of Shares in such state in compliance with applicable laws.

INSTRUCTION FORM

With Respect to the Offer to Purchase for Cash
All Outstanding Shares of Common Stock
of
INTERCEPT PAHRAMCEUTICALS, INC.
at
$19.00 Net per Share
Pursuant to the Offer to Purchase dated October 11, 2023
by
INTERSTELLAR ACQUISIITION INC.,
a wholly owned subsidiary of
ALFASIGMA S.P.A.

The undersigned acknowledge(s) receipt of your letter and the enclosed Offer to Purchase, dated October 11, 2023 (as it may be amended or supplemented from time to time, the “Offer to Purchase”), and the related Letter of Transmittal (as it may be amended or supplemented from time to time, and together with the Offer to Purchase, the “Offer”), in connection with the offer by Interstellar Acquisition Inc., a Delaware corporation (“Purchaser”) and a wholly owned subsidiary of Alfasigma S.p.A., an Italian società per azioni (joint stock company) (“Alfasigma”), to purchase all of the shares of common stock, par value $0.001 per share (the “Shares”), of Intercept Pharmaceuticals, Inc., a Delaware corporation (“Intercept”), that are issued and outstanding, other than Shares held by Alfasigma, Purchaser or any of their direct or indirect wholly owned subsidiaries or by Intercept, at a price of $19.00 per Share, net to the seller in cash, without interest, less any applicable withholding of taxes, upon the terms and subject to the conditions of the Offer.

The undersigned hereby instruct(s) you to tender to Purchaser the number of Shares indicated below or, if no number is indicated, all Shares held by you for the account of the undersigned, upon the terms and subject to the conditions set forth in the Offer. The undersigned understands and acknowledges that all questions as to the validity, form and eligibility (including time of receipt) and acceptance for payment of any tender of Shares made on behalf of the undersigned will be determined by Purchaser in its sole discretion.

ACCOUNT NUMBER:

NUMBER OF SHARES BEING TENDERED HEREBY: SHARES*

The method of delivery of this Instruction Form is at the election and risk of the tendering stockholder. This Instruction Form should be delivered to us in ample time to permit us to submit the tender on your behalf prior to 12:00 midnight, Eastern Time, on November 8, 2023 (one minute after 11:59 p.m., Eastern Time, on November 7, 2023), unless the Offer is extended.

Unless otherwise indicated, it will be assumed that all Shares held by us for your account are to be tendered.

Dated:

(Signature(s))

(Please Print Name(s))

Address

(Include Zip Code)

Area Code and Telephone No.

Taxpayer Identification or Social Security No.

Exhibit (a)(1)(vi)

This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below). The Offer (as defined below) is made solely by the Offer to Purchase (as defined below) and the related Letter of Transmittal (as defined below) and any amendments or supplements thereto. The Offer is being made to all holders of Shares. The Purchaser (as defined below) is not aware of any jurisdiction in which the making of the Offer or the acceptance thereof would be prohibited by securities, “blue sky” or other valid laws of such jurisdiction. If the Purchaser becomes aware of any U.S. state in which the making of the Offer or the acceptance of Shares pursuant thereto would not be in compliance with an administrative or judicial action taken pursuant to U.S. state statute, it will make a good faith effort to comply with any such law. If, after such good faith effort, it cannot comply with any such law, the Offer will not be made to (nor will tenders be accepted from or on behalf of) the holders of Shares in such state. In those jurisdictions, if any, where applicable laws require that the Offer be made by a licensed broker or dealer, the Offer will be deemed to be made on behalf of the Purchaser by one or more registered brokers or dealers licensed under the laws of such jurisdiction to be designated by the Purchaser.

Notice of Offer to Purchase for Cash

All Outstanding Shares of Common Stock

INTERCEPT PHARMACEUTICALS, INC.

$19.00 Net Per Share

INTERSTELLAR ACQUISITION INC.,

a wholly owned subsidiary of

ALFASIGMA S.P.A.

Interstellar Acquisition Inc. (the “Purchaser”), a Delaware corporation and a wholly owned subsidiary of Alfasigma S.p.A. (“Alfasigma”), an Italian società per azioni (joint stock company), is offering to purchase all of the outstanding shares of common stock, par value $0.001 per share (the “Shares”), of Intercept Pharmaceuticals, Inc. (“Intercept”), a Delaware corporation, at a price per Share of $19.00, net to the seller in cash, without interest (the “Offer Price”), subject to any applicable withholding taxes. This offer is being made upon the terms and subject to the conditions set forth in the offer to purchase, dated October 11, 2023 (as it may be amended or supplemented from time to time, the “Offer to Purchase”), and in the related letter of transmittal (as it may be amended or supplemented from time to time, the “Letter of Transmittal”), which Offer to Purchase and Letter of Transmittal collectively constitute the “Offer.”

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT ONE MINUTE AFTER 11:59 P.M. EASTERN TIME ON NOVEMBER 7, 2023, UNLESS THE OFFER IS EXTENDED OR EARLIER TERMINATED.

Tendering stockholders who are record owners of Shares and who tender directly to Computershare Trust Company, N.A., the depositary and paying agent for the Offer (the “Depositary”) will not be obligated to pay brokerage fees or commissions on the sale of Shares pursuant to the Offer. Each owner or holder of a Share will pay any and all transfer taxes (including, for the avoidance of doubt, any stock, stamp, or duty tax) required by reason of any payment to a person other than the registered holder of Shares as set forth in Instruction 6 of the Letter of Transmittal.

Stockholders who hold their Shares through a broker, dealer, commercial bank, trust company or other nominee should consult with their nominee to determine if they will be charged any service fees or commissions.

The Offer is being made pursuant to the Agreement and Plan of Merger, dated as of September 26, 2023, by and among Alfasigma, the Purchaser and Intercept (as it may be amended, modified or supplemented from time to time in accordance with its terms, the “Merger Agreement”).

As soon as practicable following the consummation of the Offer, and subject to the satisfaction or waiver of certain conditions set forth in the Merger Agreement, the Purchaser will be merged with and into Intercept (the “Merger”), with Intercept continuing as the surviving corporation and as a wholly owned indirect subsidiary of Alfasigma, pursuant to the provisions of Section 251(h) of the General Corporation Law of the State of Delaware (the “DGCL”), with no stockholder approval required to consummate the Merger. The closing of the Merger will occur as soon as practicable and in any event no later than the first business day after the conditions set forth in the Merger Agreement are satisfied or waived, unless another date is agreed to by the parties.

Each Share issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”), except for Shares (i) that are owned by Intercept or held in the treasury of Intercept, or owned by Alfasigma, the Purchaser or any direct or indirect wholly owned subsidiaries of Alfasigma or the Purchaser (including, for the avoidance of doubt, any Shares acquired by the Purchaser in the Offer), or (ii) in respect of which appraisal rights were perfected in accordance with Section 262 of the DGCL, will be automatically converted into the right to receive cash in an amount equal to the Offer Price, subject to any applicable withholding taxes.

The Merger Agreement is more fully described in the Offer to Purchase.

The Offer is not subject to any financing condition. The Offer is conditioned upon (i) there shall have been validly tendered (and not validly withdrawn) Shares that, considered together with all other Shares (if any) beneficially owned by Alfasigma and its affiliates, represent one more Share than 50% of the total number of Shares outstanding at the time of the expiration of the Offer (excluding Shares tendered in the Offer pursuant to guaranteed delivery procedures that have not yet been received in settlement or satisfaction of such guarantee) (the “Minimum Condition”), (ii) the Merger Agreement shall not have been validly terminated in accordance with its terms (the “Termination Condition”), (iii) any waiting period (or any extension thereof) applicable to the Offer under the Hart-Scott Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”) shall have expired or been terminated, (iv) no governmental body of competent jurisdiction in a jurisdiction where either Alfasigma or Intercept operates their respective business or owns any material assets shall have issued, promulgated, enacted or deemed applicable to the Merger or the Offer any order, injunction, decree, ruling or other legal requirement (whether temporary, preliminary or permanent) or taken any other action, in each case restraining, enjoining, making illegal or otherwise prohibiting the consummation of the Merger or the Offer, which order, injunction, decree, ruling, or other legal requirement or action remains in effect, and (v) the satisfaction or waiver by the Purchaser of the other conditions and requirements of the Offer set forth in the Merger Agreement and described in the Offer to Purchase.

THE BOARD OF DIRECTORS OF INTERCEPT RECOMMENDS THAT YOU TENDER ALL OF YOUR SHARES INTO THE OFFER. THE BOARD OF DIRECTORS OF INTERCEPT HAS (1) DETERMINED THAT THE MERGER AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING THE OFFER AND THE MERGER, ARE FAIR TO, AND IN THE BEST INTEREST OF, INTERCEPT AND ITS STOCKHOLDERS; (2) DECLARED IT ADVISABLE FOR INTERCEPT TO ENTER INTO THE MERGER AGREEMENT; (3) APPROVED THE EXECUTION, DELIVERY AND PERFORMANCE BY INTERCEPT OF THE MERGER AGREEMENT AND THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING THE OFFER AND THE MERGER; (4) AGREED THAT THE MERGER SHALL BE EFFECTED UNDER SECTION 251(H) OF THE DGCL; AND (5) AGREED TO RECOMMEND THAT INTERCEPT’S STOCKHOLDERS ACCEPT THE OFFER AND TENDER THEIR SHARES PURSUANT TO THE OFFER.

Upon the terms and subject to the conditions to the Offer (the “Offer Conditions,” as described in the Offer to Purchase), the Purchaser will accept for payment and thereafter pay for all Shares validly tendered and not properly withdrawn prior to one minute after 11:59 p.m. Eastern Time on November 7, 2023 (such date and time, the “Expiration Date”), unless (i) the Purchaser extends the period during which the Offer is open pursuant to and in accordance with the terms of the Merger Agreement, in which case the term “Expiration Date” will mean the latest date and time at which the Offer, as so extended by the Purchaser, will expire or (ii) the Merger Agreement has been earlier terminated. Pursuant to the Merger Agreement, the Purchaser will extend the Offer (i) on one or more occasions, in its discretion, for successive periods of up to ten (10) business days each, if as of the then scheduled Expiration Date, any condition to the Offer is not satisfied and has not been waived by the Purchaser or Alfasigma (to the extent waivable by the Purchaser or Alfasigma), in order to permit the satisfaction of such Offer Condition, (ii) on one or more occasions, at the request of Intercept, for successive periods of up to ten (10) business days each, if, as of the then-scheduled Expiration Date, any condition to the Offer (other than the Minimum Condition) is not satisfied and has not been waived (if permitted thereunder), in order to permit the satisfaction of such Offer Condition, (iii) for any period required by any legal requirement, any interpretation or position of the Securities and Exchange Commission (the “SEC”), the staff thereof or Nasdaq Stock Market applicable to the Offer; (iv) for periods of up to ten (10) business days per extension, until any waiting period (and any extension thereof) applicable to the consummation of the Offer under the HSR Act and any foreign antitrust laws shall have expired or been terminated; (v) at the request of Intercept, for successive periods of ten (10) business days each, if, as of the then-scheduled Expiration Date, all conditions of the Offer have been satisfied or waived (if permitted thereunder, and other than any such conditions of the Offer that by their nature are to be satisfied at the expiration of the Offer (provided such conditions would be capable of being satisfied or validly waived were the expiration of the Offer to occur at such time)), except that the Minimum Condition has not been satisfied as of any then-scheduled expiration of the Offer, in order to permit the satisfaction of the Minimum Condition; provided, however, that in no event will the Purchaser be required to extend the Offer on more than two (2) occasions in the event that all of the conditions to the Offer have been satisfied or waived except for the Minimum Condition. The obligation to extend the Offer is further limited as described below and in the Offer to Purchase. For purposes of the Offer, as provided under the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the “Exchange Act”), a “business day” means any day other than a Saturday, Sunday or a U.S. federal holiday and consists of the time period from 12:01 a.m. through 12:00 midnight, Eastern time.

Subject to the applicable rules and regulations of the SEC, the Purchaser expressly reserves the right, to the extent permitted by the applicable legal requirements, (i) to increase the Offer Price, (ii) waive any Offer Condition, and (iii) make any other changes in the terms and conditions of the Offer not inconsistent with the terms of the Merger Agreement; except that, unless previously approved by Intercept in writing, Alfasigma and the Purchaser will not (A) decrease the Offer Price (other than for an adjustment pursuant to the Merger Agreement), (B) change the form of consideration payable in the Offer, (C) decrease the maximum number of Shares to be purchased in the Offer, (D) impose conditions or requirements to the Offer in addition to the Offer Conditions described in the Offer to Purchase (E) amend, modify or waive the Minimum Condition, Termination Condition or conditions related to HSR Act and actions by government bodies, (F) otherwise amend or modify any of the other terms of the Offer in a manner that would adversely affect any holder of Shares in its capacity as such, (G) terminate the Offer or accelerate, extend or otherwise change the expiration date of the Offer, except as otherwise provided in the Merger Agreement, or (H) provide any “subsequent offering period” (or any extension thereof) within the meaning of Rule 14d-11 promulgated under the Exchange Act.

Any extension, delay, termination, waiver or amendment of the Offer will be followed as soon as practicable by public announcement thereof. In the case of an extension of the Offer, such announcement will be made no later than 9:00 a.m., Eastern time, on the next business day after the previously scheduled Expiration Date. Subject to applicable law (including Rules 14d-4(d), 14d-6(c) and 14e-1 under the Exchange Act, which require that material changes be promptly disseminated to stockholders in a manner reasonably designed to inform them of such changes) and without limiting the manner in which the Purchaser may choose to make any public announcement, the Purchaser will have no obligation to publish, advertise or otherwise communicate any such public announcement other than by issuing a press release to a national news service.

There will not be a subsequent offering period for the Offer. Pursuant to the Merger Agreement, subject to the satisfaction of the Minimum Condition and the satisfaction or waiver of the remaining Offer Conditions set forth in the Merger Agreement, the Purchaser, Alfasigma and Intercept will take all necessary action to cause the Merger to become effective as soon as practicable following the consummation of the Offer. Because the Merger will be governed by Section 251(h) of the DGCL, no stockholder vote will be required to consummate the Merger.

Upon the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment), immediately after the expiration of the Offer, the Purchaser shall accept for payment and promptly thereafter pay for all Shares validly tendered and not properly withdrawn prior to the Expiration Date pursuant to the Offer. For purposes of the Offer, the Purchaser will be deemed to have accepted for payment, and thereby purchased, Shares validly tendered and not properly withdrawn, if and when the Purchaser gives oral or written notice to the Depositary of the Purchaser’s acceptance for payment of such Shares pursuant to the Offer. Upon the terms and subject to the conditions to the Offer, payment for Shares accepted for payment pursuant to the Offer will be made by deposit of the Offer Price therefor with the Depositary, for the purpose of receiving payments from the Purchaser and transmitting such payments to tendering stockholders of record whose Shares have been accepted for payment. Under no circumstances will interest with respect to the Shares purchased pursuant to the Offer be paid, regardless of any extension of the Offer or delay in making such payment.

No alternative, conditional or contingent tenders will be accepted.

In order for an Intercept stockholder to validly tender Shares pursuant to the Offer, the stockholder must follow one of the following procedures:

If you are a holder and you have Shares held as physical certificates, the original certificates evidencing tendered Shares, a properly completed and duly executed Letter of Transmittal, together with any required signature guarantees, and any other documents required by the Letter of Transmittal, must be received by the Depositary at one of its addresses set forth on the back cover of the Offer to Purchase before the Expiration Date;

If you are a holder and you hold Shares directly in your name in book-entry form in an account with Intercept’s transfer agent, VStock Transfer, LLC, a properly completed and duly executed Letter of Transmittal, together with any required signature guarantees and any other required documents, must be received by the Depositary at one of its addresses set forth on the back cover of the Offer to Purchase before the Expiration Date. If you hold your shares in book-entry at The Depository Trust Company, you are not obligated to submit a Letter of Transmittal, but you must (1) submit an Agent’s Message (as defined in the Offer to Purchase) and (2) deliver your Shares according to the DTC book-entry transfer procedures described in the Offer to Purchase before the Expiration Date;

For Shares tendered by a Notice of Guaranteed Delivery, the tendering stockholder must comply with the guaranteed delivery procedures described in the Offer to Purchase before the Expiration Date.

Shares tendered in the Offer may be withdrawn according to the procedures set forth below at any time on or before the Expiration Date. In addition, pursuant to Section 14(d)(5) of the Exchange Act, the Shares may be withdrawn at any time after December 9, 2023, which is the 60th day after the date of the Offer, unless prior to that date the Purchaser has accepted for payment the Shares tendered in the Offer.

For a withdrawal to be effective, a written notice of withdrawal must be timely received by the Depositary at its address set forth on the back cover of the Offer to Purchase and must specify the name of the person who tendered the Shares to be withdrawn, the number and type of Shares to be withdrawn and the name of the registered holder of the Shares to be withdrawn, if different from the name of the person who tendered the Shares. If certificates evidencing Shares have been delivered or otherwise identified to the Depositary, then, before the physical release of such certificates, the tendering shareholder must also submit the serial numbers shown on the particular certificates evidencing such Shares, and the signature on the notice of withdrawal must be guaranteed by an Eligible Institution (as defined in the Offer to Purchase). If Shares have been tendered according to the procedures for book-entry transfer of Shares held through the Book-Entry Transfer Facility (as defined in the Offer to Purchase) as set forth in the Offer to Purchase, any notice of withdrawal must also specify the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Shares and otherwise comply with the Book-Entry Transfer Facility’s procedures.

Withdrawals of tendered Shares may not be rescinded, and any Shares properly withdrawn will no longer be considered validly tendered for purposes of the Offer. However, withdrawn Shares may be retendered by following one of the procedures described in the Offer to Purchase at any time on or before the Expiration Date.

All questions as to the validity, form, eligibility (including time of receipt) and acceptance for payment of any tender of Shares will be determined by the Purchaser in its sole discretion. The Purchaser reserves the absolute right to reject any and all tenders determined by the Purchaser not to be in proper form or the acceptance for payment of which may, upon the advice of counsel, be unlawful.

None of the Purchaser, Alfasigma, the Depositary, the Information Agent (as defined below) or any other person will be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. The Purchaser’s interpretation of the terms and conditions of the Offer (including the Letter of Transmittal and the instructions thereto) will be determined by the Purchaser in its sole discretion.

Intercept has provided the Purchaser with Intercept’s stockholder list and security position listings for the purpose of disseminating the Offer to holders of Shares. The Offer to Purchase and the Letter of Transmittal will be mailed to record holders of Shares whose names appear on Intercept’s stockholder list and will be furnished, for subsequent transmittal to beneficial owners of Shares, to brokers, dealers, commercial banks, trust companies and other persons whose names, or the names of whose nominees, appear on the stockholder list or, if applicable, who are listed as participants in a clearing agency’s security position listing for subsequent transmittal to beneficial owners of Shares.

The receipt of cash for Shares pursuant to the Offer or the Merger will generally be a taxable transaction for U.S. federal income tax purposes. In general, a United States Holder (as defined in the Offer to Purchase) will recognize gain or loss in an amount equal to the difference, if any, between the amount of cash received for such United States Holder’s Shares sold pursuant to the Offer or converted into the right to receive cash in the Merger (determined before deduction of any applicable withholding taxes) and such United States Holder’s adjusted tax basis in such Shares. For a more detailed description of the U.S. federal income tax consequences of the Offer and the Merger, see the Offer to Purchase. Each holder of Shares should consult its tax advisor about the particular tax consequences to such holder of tendering Shares into the Offer or having Shares converted into the right to receive cash in the Merger.

The Offer to Purchase, the Letter of Transmittal and Intercept’s Solicitation/Recommendation Statement on Schedule 14D-9 (which contains the recommendation of the Board of Directors of Intercept with respect to the Offer and the reasons therefor) contain important information. Stockholders should carefully read these documents in their entirety before making a decision with respect to the Offer.

Questions or requests for assistance or copies of the Offer to Purchase, the Letter of Transmittal, and other tender offer materials should be directed to Georgeson LLC (the “Information Agent”) at its telephone numbers and address set forth below. Such copies may be furnished at the Purchaser’s expense. Additionally, copies of the Offer to Purchase, the Letter of Transmittal and any other material related to the Offer may be obtained at the website maintained by the SEC at www.sec.gov. Stockholders may also contact their brokers, dealers, commercial banks, trust companies or other nominees for assistance concerning the Offer. Neither Alfasigma nor the Purchaser will pay any fees or commissions to any broker or dealer or to any other person (other than to the Depositary and the Information Agent) in connection with the solicitation of tenders of Shares pursuant to the Offer. Brokers, dealers, commercial banks, trust companies and other nominees will, upon request, be reimbursed by the Purchaser for customary mailing and handling expenses incurred by them in forwarding the Offer materials to their customers.

The Information Agent for the Offer is:

LOGO

1290 Avenue of the Americas, 9^th Floor
New York, NY 10104

Shareholders, Banks and Brokers
Call Toll Free: 888-293-6812
Email: ICPTOffer@Georgeson.com

October 11, 2023

Exhibit (a)(5)(iii)

Alfasigma S.p.A. tender offer for Intercept Pharmaceuticals, Inc. commences

Bologna, Italy– October 11, 2023 — Alfasigma S.p.A. (“Alfasigma”) today announced that its wholly-owned subsidiary, Interstellar Acquisition Inc., a Delaware corporation (“Purchaser”), has commenced a cash tender offer to purchase all of the outstanding shares of common stock, par value USD $0.001 per share, of Intercept Pharmaceuticals, Inc. (NASDAQ: ICPT) (“Intercept”) for a price of USD $19.00 per share, net to the holder thereof in cash, without interest, less any applicable withholding of taxes (the “Offer”). The Offer is being made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated October 11, 2023, and the related Letter of Transmittal and pursuant to the terms of the previously announced Agreement and Plan of Merger, dated as of September 26, 2023, among Alfasigma, Purchaser and Intercept.

The Offer will expire at 12:00 midnight, Eastern Time, on November 8, 2023 (one minute after 11:59 p.m., Eastern Time, on November 7, 2023), unless extended (the latest time and date at which the Offer will expire, the “Expiration Date”). Any extension of the Offer will be followed by public announcement of the extension by press release or other public announcement no later than 9:00 a.m., Eastern Time, on the next business day after the previously scheduled Expiration Date.

Alfasigma will file today a Tender Offer Statement on Schedule TO with the United States Securities and Exchange Commission (the “SEC”). The Offer to Purchase contained within the Schedule TO sets out the full terms and conditions of the Offer.

Intercept will file today a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC, which includes, among other things, the recommendation of Intercept’s board of directors that Intercept’s stockholders accept the Offer and tender their shares of Intercept common stock pursuant to the Offer.

The Offer is subject to customary closing conditions, including the tender of at least a majority of the outstanding shares of Intercept common stock and the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The Offer is subject to other important conditions set forth in the Offer to Purchase. The Offer is not subject to a financing condition.

The information agent for the tender offer is Georgeson LLC. Intercept stockholders who need additional copies of the Offer to Purchase, Letter of Transmittal or related materials or who have questions regarding the tender offer should contact the information agent toll free at +1 888-293-6812 or via email at ICPTOffer@Georgeson.com.

Computershare Trust Company, N.A. is acting as the depositary and paying agent in the Offer.

Additional Information

This press release is neither an offer to purchase nor a solicitation of an offer to sell securities, nor is it a substitute for any tender offer materials that Intercept or Alfasigma will file with the SEC. On October 11, 2023, Purchaser and Alfasigma will file a Tender Offer Statement on Schedule TO with the SEC and Intercept will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC, in each case with respect to the Offer. The Tender Offer Statement (including the Offer to Purchase, the related Letter of Transmittal and other offer documents) and the Solicitation/Recommendation Statement contain important information that should be read carefully when they become available and considered before any decision is made with respect to the Offer. The Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, will be sent to all stockholders of the Company at no expense to them. Investors and security holders may obtain a free copy of these statements and other documents filed with the SEC at the website maintained by the SEC at www.sec.gov or by directing such requests to Georgeson LLC, the information agent for the Offer, at ICPTOffer@Georgeson.com.

Disclaimer

This release may contain certain forward-looking statements with respect to the financial condition, results of operations and business of Alfasigma and certain of the plans and objectives of Alfasigma with respect to these items, including without limitation completion of the Offer and merger and any expected benefits of the merger, and certain forward-looking statements regarding Intercept, including without limitation with respect to its business, the Offer and merger, the expected timetable for completing the transaction, and the strategic and other potential benefits of the transaction. Completion of the Offer and merger are subject to conditions, including satisfaction of a minimum tender condition and the need for regulatory approvals, and there can be no assurance that those conditions can be satisfied or that the transactions described in this release (the “Transactions”) will be completed or will be completed when expected. Often, but not always, forward-looking statements can be identified by the use of words such as “plans,” “expects,” “expected,” “scheduled,” “estimates,” “intends,” “anticipates,” “projects,” “potential,” “continues” or “believes,” or variations of such words and phrases, or by statements that certain actions, events, conditions, circumstances or results “may,” “could,” “should,” “would,” “might” or “will” be taken, occur or be achieved. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future and there are many factors that could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements. These factors include, but are not limited to, (i) the risk that not all conditions of the Offer or the merger will be satisfied or waived; (ii) uncertainties relating to the anticipated timing of filings and approvals relating to the Transactions; (iii) uncertainties as to the timing of the Offer and merger; (iv) uncertainties as to how many of Intercept’s stockholders will tender their stock in the Offer; (v) the possibility that competing offers will be made; (vi) the failure to complete the Offer or the merger in the timeframe expected by the parties or at all; (vii) the outcome of legal proceedings that may be instituted against Intercept and/or others relating to the Transactions; (viii) the risk that the Transactions disrupt current plans and operations of Intercept and adversely affect its ability to maintain relationships with employees, customers, or suppliers; (ix) the possibility that the parties may be unable to achieve expected synergies and operating efficiencies within the expected time-frames or at all and to successfully integrate Intercept’s operations into those of Alfasigma; (x) the successful implementation of Alfasigma’s strategy and the ability to realize the benefits of this strategy; (xi) domestic and global economic and business conditions; (xii) regulatory developments affecting Alfasigma’s and/or Intercept’s actual or proposed products or technologies; (xiii) political, economic and other developments in countries where Alfasigma operates; (xiv) industry consolidation and competition; (xv) the possibility that Alfasigma’s business and/or Intercept’s business will be adversely impacted during the pendency of the Transactions, and (xvi) other risk factors described in Intercept’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed with the SEC. Any forward-looking statements in this release are based upon information known to Alfasigma on the date of this announcement. Readers are cautioned not to place undue reliance on any of these forward-looking statements. These forward-looking statements speak only as of the date hereof. Neither Alfasigma nor Intercept undertakes any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

About Alfasigma

Alfasigma is one of Italy's leading pharmaceutical companies with a strong international position. The Group has a worldwide presence in over 100 countries where about 3000 people work in research, development, production and distribution. In Italy, Alfasigma is a leader in the prescription products market where, in addition to its strong focus on gastro-intestinal products, it is present in several primary care therapeutic areas. It is popular with the consumer public for a number of nutraceuticals & food supplements that respond to different needs, and that are well known and deeply rooted in the Italian families’ experience. Its historical headquarters is in Bologna, to which another headquarter was added in Milan, while the production sites are: in Italy, in Pomezia (RM), Alanno (PE), Sermoneta (LT) and Trezzano Rosa (MI) and abroad in Tortosa in Spain and in Shreveport (Louisiana) in the United States. The R&D laboratories are in Pomezia and in the Parco Scientifico Tecnologico Kilometro Rosso in Bergamo.

# # #

Contact Information:

Information Agent for the Offer

Georgeson LLC

+1 888-293-6812

ICPTOffer@Georgeson.com

Alfasigma S.p.A.

Corporate Communication

Simona Gelpi  simona.gelpi@alfasigma.com

Gea Gardini     gea.gardini@alfasigma.com

www.alfasigma.it

iCorporate

Luca Bolzoni luca.bolzoni@icorporate.it +39.347.6498627

Alberto Colombini alberto.colombini@icorporate.it + 39.335.1222631

Tancredi Intelligent Communication

Emma Valgimigli  emma@tancredigroup.com

Emma Hodges hemma@tancredigroup.com

alfasigma@tancredigroup.com

+44 203 434 2330

Exhibit (b)(1)

To:

Banca Nazionale del Lavoro S.p.A.

Large Corporate Network

Via Rizzoli 26

40125 Bologna

Bologna, February 28, 2022

Dear Sirs,

We refer to your proposal received today, the contents of which we reproduce below in full as a sign of full and unconditional acceptance.

"To:

Alfasigma S.p.A.

Via Ragazzi del 99, no. 5
40133 Bologna

Bologna, February 28, 2022

Dear Sirs,
As a result of our understandings, we set out below the terms and conditions of our proposal in connection with a loan agreement, as further described below:

SUMMARY DOCUMENT

Amount	Euro 80,000,000.00.
Duration	36 months from the Signing Date
Annual Nominal Interest Rate	Variable according to 6-month Euribor or SOFR at Borrower's option increased by margin. It is understood that if the Interest Rate applicable to a given Drawdown Duration, as a result of a negative detection of the Euribor or SOFR Benchmark, turns out to be less than zero, it will be assigned, limited to that Drawdown Duration, a value of zero. Calculation mode: actual with 360 base
Margin	Compared with the EURIBOR Benchmark: 0.60 percentage points per year. Compared with the SOFR Benchmark: 0.85 percentage points per year.

Pharmaceuticals with passion

ALFASIGMA S.p.A.

Capital Stock € 10,000,000.00
R. C. and Tax Code - RIVA/VAT
EN 03432221202

Registered Office & Headquarters 1-
40133 BOLOGNA
Via Ragazzi del '99, 5 Ph.
+39 0516489511 Fax+39 051388593

International Division
1-20124 MILAN
Via Fabio Filzi, 29
Ph. +39 02642221
Fax +39 0264222344

Manufacturing Plant
I - 65020 ALANNO (RE)
Via Enrico Fermi, 1
Ph.+39 08585711
Fax +39 0858541625

Manufacturing Plant 1-
00071 POMEZIA(RM) Via
Pontina, Km 30,400
Ph.+39 0691391 Fax+39
0691393980

Late Payment Rate	Equal to the Interest Rate increased by 2 percentage points and in any case within the maximum limit of the anti-usury threshold rate determined in the manner set forth in Article 2 of Law No. 108 of March 7, 1996 bearing "Provisions on Usury." Mode of calculation: actual with 360 base.
Type of depreciation	Revolving financing
Arrangement fee	Euro 120,000.00
Certification showing the outstanding debt	Euro 51.65
Early repayment count	Euro 51.65 (amount not due in case of payment of secretarial fees for settlement count). To be paid only if the Financing is not subsequently repaid.
Statement of existence of credit	103.29 Euros
Certification for auditing company	154.94 Euros
Secretarial fees for agreed change in agreement terms	Euro 516.46
Corporate changes, change of personal or collateral guarantees	Euro 516.46
Breakdown/reduction of financing	Euro 516.46
Installment collection	installment collection fee at the counter / from other banks Euro 5.00 installment payment by debiting the Bank's current account: free of charge
Takeover	In a variable amount with reference to the amount of financing, starting from 130 euros up to Euro 7,746.85. Financing amount up to Euro 500,000.00: 0.20%, from Euro 500,001.00 to Euro 2,500,000.00: Euro 1,000.00 + 0.15% of the portion exceeding Euro 500,000.00, over Euro 2,500,000.00: Euro 4,100.00 + 0.15% of the portion exceeding Euro 2,500,000.00.
Commitment Fee	The Borrower shall pay a commitment fee to be calculated on a semi-annual basis equal to 0.10% of the amount of the Financing not utilized from time to time by the Borrower, from the date of signing this agreement, until the end of the Availability Period.
Cancellation	At any time during the Availability Period, the Borrower shall have the right to cancel, partially or totally, the Financing Commitment, provided that: the Borrower sends written notice to the Bank at least 10 Business Days before the date chosen for cancellation; the cancellation, if partial, involves minimum amounts of 1,000,000.00 (one million/00) euros and integer multiples of that amount. Any notice of cancellation, once sent to the Bank, will be irrevocable and will obligate the Borrower to make the cancellation on the date as selected above. Amounts subject to cancellation will cease to be available to the Borrower (resulting in a decrease in the maximum amount available, by an amount equal to the amount cancelled) and can no longer be subject to any use.
Sending communications	Paper format: Euro 1.00 for each communication sent to the Borrower and any Guarantors. Electronic format: free
Suspension of installment payments	Euro 30.00 except for suspension requests falling within the scope of specific institutional agreements, for which the rules therein will be applicable.
Taxes	The agreement is subject to registration, only in case of use, enunciation and voluntary registration under Presidential Decree 131/1986.

MEDIUM TO LONG-TERM LOAN AGREEMENT
between

-       BANCA NAZIONALE DEL LAVORO S.P.A. with its registered office in Rome, Viale Altiero Spinelli No. 30, registered as a bank and parent company of the B.N.L. Banking Group registered in the register of banking groups with the Bank of Italy, a company subject to the management and coordination of the sole shareholder BNP Paribas S.A. - Paris, share capital Euro 2,076,940,000.00 fully paid up, tax code and registration number with the Rome Companies Register No. 09339391006 (the "Bank"),

and

-       the company ALFASIGMA S.P.A . with registered office in Bologna (BO) Via Ragazzi del '99, 5, share capital Euro 10,000,000.00, tax code 03432221202 and registration number BO/518521 at the Register of Companies of Bologna (BO) (the "Borrower");

The following is agreed and stipulated.

WHEREAS:

A.            The Borrower has expressed the need to obtain financing on a medium-long term revolving basis in the maximum aggregate principal amount of 80,000,000.00 (eighty million/OO) (the "Financing") in order to provide itself with the necessary financial resources to support its needs related to general cash flow requirements, including the payment of any costs associated with the Financing (the "Purpose").

B.            The Bank, relying on the truthfulness and completeness of the economic, financial and legal data and information provided to it by the Borrower in connection with the latter, as well as on the representations and warranties made and commitments made in the Contract Documents grants the Borrower the Financing, under the terms and conditions specified below.

All of the above, the following is hereby agreed and stipulated.

Art. 1 (Premises, annexes and definitions)

The premises, agreement frontispiece summary document and annexes form an integral and substantial part of this agreement. All terms beginning with a capital letter have the same meaning as given to them in this agreement and in Annex 1 (Definitions).

Art. 2 (Amount and Purpose of Financing)

Subject to the terms and conditions set forth in this agreement, the Bank grants to the Borrower, who accepts, the Financing, up to a maximum amount of Euro 80,000,000.00 (eighty million/OO) (the "Financing Commitment"). The Borrower shall use the Financing exclusively for the Purpose. The Bank will not be required to verify that the Borrower's use of the Financing complies with the provisions.

Art. 3 (Conditions Precedent)

The Bank's obligation to make the Financing available is subject to the satisfaction in form and substance to the Bank’s reasonable fulfilment of the Conditions Precedent. The parties mutually acknowledge that the Conditions Precedent are not merely potestative in that they are provided for the purpose of carrying out the transactions contemplated by this agreement and are placed in the sole interest of the Bank, which, therefore, may decide to waive, in whole or in part, each of these conditions.

Article 4 (Modalities and terms of use)

Subject to the occurrence, in form and substance to the Bank’s reasonable fulfilment, of the Conditions Precedent, the Bank shall, to the extent and in accordance with the terms set forth herein, make the disbursement of any Drawdown to the Borrower within the Availability Period by value date of the Utilization Date, if the following circumstances occur together:

		A)            by 1:00 p.m. (Italian time) on the 3rd (third) Business Day prior to the relevant Utilization Date, the Bank has received from the Borrower, by email, PEC, fax or hand delivery, a utilization request, signed by authorized signatory of the Borrower, conforming to the form set forth in Exhibit 4 Part I to this agreement (the "Utilization Request"); and

		B)            each Utilization Request, which shall be deemed irrevocable, shall contain the following:

(i)            the relevant Utilization Date, which (a) must coincide with a Business Day and (b) in any case, cannot be later than the relevant Availability Period;

(ii)            the Drawdown Duration in relation to the Drawdown requested, which may be 1, 3 or 6 months at the choice of the Borrower and the currency requested, which may be Euro or USD;

(iii)            the amount of the Financing requested to be disbursed (the "Drawdown Requested Amount"), shall not be less than Euro 1,000,000.00 (one million/00) and shall be in multiples of Euro 500,000.00 (five hundred thousand/00) or, if it is requested that the Drawdown be disbursed in USD, shall not be less than USD 1,000,000.00 (one million/00) and shall be in multiples of USD 500,000.00 (five hundred thousand/00);

(iv)            the Drawdown Requested Amount may not exceed the Financing Commitment less the amounts of the outstanding Drawdowns (including those subject to total or partial renewal), also in light of the USD/Euro conversion of any Drawdowns disbursed in USD, made on the date on which the disbursement of a new Drawdown is requested;

(v)            irrevocable instructions to the Bank to credit the Required amount of the Drawdown to the Bank Account.

	2.	Amounts under the Financing for which a Utilization Request has not been made by the end of the Availability Period will be deemed revoked and will no longer be usable by the Borrower.

	3.	The Borrower has the right to request renewal, in part or in full, for a duration equal to the Drawdown Duration and for amounts in any case not less than Euro 1,000,000.00 (one million/00) and in any case for multiples of Euro 500.000.00 (five hundred thousand/00) or, if renewal of a Drawdown disbursed in USD is requested, for amounts not less than USD 1,000,000.00 (one million/00) and in any case for multiples of USD 500,000.00 (five hundred thousand/00), of Drawdowns already disbursed. The Bank, will proceed with the renewal of a Drawdown if the following circumstances occur jointly:

		A) by no later than 1:00 p.m. (Italian time) on the 3rd (third) Business Day prior to the proposed renewal date, Bank has received from Borrower, by email, PEC, facsimile or hand delivery, the relevant request, which shall be irrevocable, for renewal in accordance with the form set forth in Exhibit 4 Part II to this Agreement (the "Renewal Request"), containing the particulars and insertions set forth in paragraph 1 above, to the extent consistent with the renewal and signed by authorized signatory of the Borrower; and B) the Conditions Precedent have occurred;

		C) the amount for which partial and total renewal is requested, when added to the amounts of the outstanding Drawdowns (including those subject to total or partial renewal), is not greater than the Financing Commitment, also in light of the USD/Euro conversion of any Drawdowns disbursed in USD, made on the date on which renewal is requested.
		It is understood that for the purpose of calculating interest, renewal of Drawdowns is to be treated as equivalent to reuse and that the value date of renewal will be that of the Drawdown Maturity Date, with respect to the Drawdown being renewed.

Notwithstanding any provision to the contrary herein, the Drawdown Duration, with respect to each outstanding Drawdown, shall end no later than the Final Maturity Date.

If the Borrower intends to repay a Drawdown prior to the Drawdown Maturity Date, it shall give at least 5 (five) Business Days' notice to the Bank and shall pay, together with the repayment of principal and payment of interest in respect of the Drawdown repaid early, an indemnity as of now conventionally determined in an amount equal to the difference, if any, between:

-         the interest (net of margin) that would have been received by the Bank from the date of early repayment until the date of expiration of the Drawdown Duration originally scheduled;

		-         interest at the rate determined by the Bank as of the date of early repayment of the Drawdown as the rate of redemption in the financial market of a financing having the same amount and duration as those of the Drawdown repaid, for the period between the date of early repayment and the originally scheduled Drawdown Maturity Date. It is understood that except for the indemnification described above, the Borrower will not be required to incur or pay any costs or penalties as a result of the early repayment of a Drawdown

	6.	The Borrower undertakes to pay the Bank, concurrently with the Signing Date, an arrangement fee of Euro 120,000.00 (one hundred and twenty thousand/00) (the "Arrangement Fee").

The Borrower shall pay a commitment fee to be calculated on a semi-annual basis equal to 0.10% of the amount of the Financing not utilized from time to time by the Borrower, from the Signing Date, until the end of the Availability Period (i.e., the date on which the Financing has been fully revoked or cancelled pursuant to the following paragraph). Such fee shall be paid in arrears (i) on a semi-annual basis from the date of subscription, (ii) on the last day of the Availability Period, and (iii) in the event of full revocation or cancellation of the Financing, on the date on which such revocation or cancellation became effective under this agreement.

At any time during the Availability Period, the Borrower shall have the right to cancel, in part or in full, the Financing Commitment, provided that:

the Borrower sends written notice to the Bank at least 10 Business Days before the date chosen for cancellation;

the cancellation, if partial, involves minimum amounts of 1,000,000.00 (one million/00) euros and integer multiples of that amount.

Any notice of cancellation, once sent to the Bank, will be irrevocable and will obligate the Borrower to make the cancellation on the date as selected above. Amounts subject to cancellation will cease to be available to the Borrower (resulting in a decrease in the maximum amount available, by an amount equal to the amount cancelled) and can no longer be subject to any use.

The Borrower shall cause that in each 12-month period commencing January 1, 2023, for a period of at least 5 (five) consecutive Business Days the principal exposure arising from the Drawdowns, shall be less than or equal to an amount corresponding to 50% (fifty percent) of the Financing Commitment (the "Clean Down") it being understood that between one Clean Down and the one immediately following, a period of time equal to at least 6 (six) months shall elapse.

Article 5 (Interest Rate and Late Payment Interest)

	1.	The Borrower shall pay in arrears on the relevant Drawdown Maturity Date and with equal value date the interest accrued from time to time on each Drawdown, at the Interest Rate, in respect of the period between the relevant Utilization Date (exclusive) and the relevant Drawdown Maturity Date (inclusive).

	2.	The amount of interest in respect of each Drawdown for each Drawdown Duration shall be (i) calculated by the Bank by the number of actual elapsed days included in the Drawdown Duration divided by 360 (three hundred and sixty) and (ii) shall be contemporaneously communicated in writing together with the applicable Interest Rate, by the Bank to the Borrower within 2 (two) Business Days following the receipt of the relevant Utilization Request or, as the case may be, Renewal Request and, in any event, no later than the relevant Utilization Date or, in the case of a Renewal, no later than the Expiration Date of the relevant Drawdown.

	5.	In the event of late payment of any sum due for any reason whatsoever, for principal, interest, expenses, and incidentals, in dependence of this agreement, interest shall be due from the Borrower to the Bank, from the day following the day on which such sums were due to be paid until the date of actual payment, calculated at the Late Payment Rate, calculated for the actual number of days elapsed based on a year of 360 (three hundred and sixty) days, not subject to periodic capitalization.

	6.	Late Payment Interests shall commence as of right, without the need for any intimation or notice of default, but by the mere fact of the expiration of the terms, without prejudice to the Bank's right to deem the Borrower to have forfeited the benefit of the term or to terminate the agreement and to obtain, therefore, full reimbursement of the sums owed to it for outstanding principal, interest, expenses and accessories, and greater damages ascertained and resulting from the aforementioned defaults in accordance with the terms and conditions set forth in Clause 10 (Material Events) of this agreement.

	7.	It is understood that the rates charged by the Bank (including the Late Payment Rate), calculated in accordance with the applicable provisions of Law (and, therefore, including any cost, commission, or other charge required for the purpose of verifying compatibility with the regulations cited below), may in no case be higher than the anti-usury threshold rate determined with the modalities set forth in Article 2 of Law No. 108 of March 7, 1996 bearing "Provisions on Usury," and therefore-in the event that the calculation results in the said threshold rate being exceeded-these rates are to be considered automatically reduced to the maximum limit allowed by the applicable regulations.

Article 6 (Repayment of Financing)

	1.	The Borrower agrees to repay, in one lump sum, the full amount of each Drawdown disbursed to it on the relevant Drawdown Maturity Date. Amounts of Drawdowns repaid on the relevant Drawdown Maturity Dates may be reused or renewed by the Borrower in accordance with the terms, and subject to the limits and conditions, set forth in this agreement by the maturity date of the Availability Period, provided that, notwithstanding any provision of this agreement to the contrary, Drawdowns outstanding on the Final Maturity Date shall be repaid, in a lump sum, on the Final Maturity Date.

	2.	In case of renewal of the amounts of a previous Drawdown, where the amount being renewed is of amount:

		(i) less than that of the previous Drawdown, the Borrower shall repay the difference on an Drawdown Maturity Date related to the previous Drawdown;

		(ii) coinciding with that of the previous Drawdown, no refund or disbursement will take place;

subject, in each case, to the obligation of the Borrower to pay, on the relevant Drawdown Maturity Date, the interest from time to time accrued ON the Drawdown.

Article 6a (Mandatory early repayment and cancellation of the Financing - Change of Control - (Illegality))

1.	Upon the occurrence of a Change of Control, the Financing shall be terminated and the Borrower shall repay in full all amounts disbursed under the Loan and pay interest, fees, and any other amounts due to the Bank under the Contract Documents.

2.	In the event that the Bank becomes aware that, as a result:

	(a)           Of new statutory or regulatory provisions promulgated after the Signing Date; and/or

	(b)           Of new provisions or measures of judicial, administrative or supervisory authorities issued

	(c)           successively to the Signing Date;

	its participation in the Financing or the performance of its obligations under the Contract Documents violate legal provisions applicable to it, the Bank itself shall promptly notify the Borrower in writing.

	Following such notice, the Bank and the Borrower shall use their best efforts, acting in good faith and without cost to the Borrower, to adopt all reasonably identifiable solutions to remedy the consequences related to the foregoing, it being understood that if this is not possible and agreement is not reached on the contractual modifications necessary to preserve this agreement and/or its effects, the Financing shall be revoked and the Borrower shall repay in full all amounts disbursed under the Financing and pay interest, fees, and any other amounts due to the Bank pursuant to the Contract Documents, no later than:

	(d)          Twenty (20) Business Days after receipt by the Borrower of such notice; or, if later

	(e)           Within the maximum period allowed by the relevant statutory or regulatory provision or measure applicable.

3.	The amounts thus repaid in advance by the Borrower, once received by the Bank, will be charged in the following order:

	(i)            First, to the reimbursement of expenses owed by the Borrower under this agreement;

	(ii)           secondly to the payment of interest (including interest on late payments) accrued on the amounts subject to early repayment;

	(iii)          Third, to the repayment of Drawdowns.

Art. 6b (Mandatory early repayment of Drawdowns)

If as a result of the USD/Euro exchange rate, as verified by the Bank from time to time, the total amount of Drawdowns disbursed by the Bank to the Borrower exceeds the Financing Commitment, the Borrower shall make early repayments of part of the outstanding Drawdowns in the amount necessary to ensure that the total amount of Drawdowns disbursed does not exceed the Financing Commitment.

Article 7 (Miscellaneous charges and expenses in favor of the Bank - Taxes and fees)

The Borrower shall bear directly, the total duly documented amount of costs and expenses (including legal fees in the separately agreed amount and notary fees) reasonably incurred by the Bank in connection with the negotiation, drafting, signing of the Contract Documents. Borrower shall reimburse Bank, the aggregate amount duly documented of (i) the costs, fees and, in the amount separately agreed, legal, notary or other advisors' fees reasonably incurred by Bank in connection with the negotiation, drafting, and signing of any Contract Documents executed after the Signing Date and to any modification, waiver, or consent required by, or on behalf of, the Borrower or specifically permitted by this Agreement; and (ii) of the costs and expenses (including legal and notary fees) incurred by the Bank in connection with the protection or enforcement of any rights to which it is entitled under the Contract Documents.

Except as provided in Article 11 hereof and unless the liability is a consequence of the voluntary registration of one or more documents of the Contract Documents by the Bank (except where such voluntary registration is necessary for the purpose of ascertaining, exercising, enforce or make valid, effective or enforceable any rights arising in respect thereof under this Agreement), the Borrower shall bear the charges relating to all stamp and registration taxes and other Fees of a similar nature applicable in connection with the making, execution or enforcement of the Contract Documents.

Except as provided in paragraph (4) below, the Borrower agrees to indemnify and hold the Bank harmless against any and all costs, losses, charges or liabilities of a fiscal nature (by way of principal, interest and any sanctions incurred by the Bank), from time to time arising, which the Bank may incur, even after full repayment of all sums due under the Contract Documents, in connection with payments received or to be received under the Contract Documents, provided that they are reasonably incurred and duly documented.

The provisions of paragraph (3) above shall not apply: (a) with respect to Fees paid by Bank calculated by reference to taxable income (i.e., those that are referable to an equivalent aggregate tax base as defined in the relevant national income tax provisions including but not limited to IRAP) or (b) where the cost, loss, charge or liability of a tax nature is offset by the Borrower under another provision of this Agreement or other document belonging to the Contract Documents (or would have been if an exception to such provision did not apply); or (c) by reference to a FATCA Withholding. In the event that the Bank believes that it is entitled to indemnification under paragraph (3) above, it shall promptly notify the Borrower of the event that gave or will give rise to such indemnification.

All payments to be made by the Borrower to the Bank pursuant to the Contract Documents shall be made without Tax Withholding Tax, excluding Withholding Tax required by Law. If either party to this agreement becomes aware that the Borrower is required to make a Withholding Tax (i.e., changes in the tax base), it will promptly notify the other party to this agreement. If the application of a Withholding Tax is required by Law, the amount to be paid by the Borrower to the Bank shall be increased by an amount (the "Additional Amount") such that the amount received by the Bank (net of the Withholding Tax, including any Withholding Tax related to the Additional Amount) is equal to the amount the Bank would have received in the absence of the Withholding Tax. No Additional Amount shall be payable by the Borrower in respect of any Withholding Tax applicable on payments due under this agreement if, on the date on which the payment is due, the Bank: (a) is not or has ceased to be a Qualified Bank for reasons other than a change to (or in the interpretation or application of) a provision of law or regulation or a double tax treaty or in the official practice of the competent tax authority occurring after the date on which it became a party to this agreement; (b) while identifying itself as a Qualified Bank within the meaning of subparagraphs (c) and (d) of the definition of "Qualified Bank" set forth in this agreement, has failed to timely provide the Borrower with the documentation and/or information set forth in paragraph (6) below.

If the Bank identifies itself as a Qualified Bank under (c) or (d) of the definition of "Qualified Bank" herein, it agrees to cooperate with and provide to the Borrower, within 5 Business Days prior to the interest payment date under this agreement, any certification, document, affidavit, and/or information necessary for the Borrower to be able to make said payments without application of any Withholding Tax.

In the event that the Borrower has made a Tax Indemnity or Additional Amount Payment and the Bank determines in good faith that: (a) the Tax Indemnity or the payment of the Additional Amount resulted in a Tax Credit; and (b) the Bank utilized such Tax Credit, the Bank shall pay to the Borrower an amount equal to the amount of the actual benefit that accrued to the Bank from the utilization of the Tax Credit, so that the Bank is, after paying such amount to the Borrower, in the same situation as it would have been in the absence of the circumstances giving rise to the Tax Indemnity or the payment of the Additional Amount.

All amounts due from the Borrower under this agreement (including amounts due for indemnification or reimbursement) shall be exclusive of Value Added Tax (or other Fees of a similar nature) that may be applicable to the same. The Financing transaction referred to in this agreement constitutes a transaction falling within the scope of VAT as an exempt transaction, pursuant to Articles 3 and 10, Paragraph 1, No. 1 of Presidential Decree. October 26, 1972, No. 633 ("VAT Decree").

Either party to this agreement may apply the FATCA Withholding required by the FATCA Regulations, and make the required payments in connection with the FATCA Withholding, and neither party to this agreement shall be obligated to increase the payment subject to the FATCA Withholding or otherwise indemnify the recipient of the payment made in connection with the FATCA Withholding. Each party to this agreement who has knowledge of its obligation to apply a FATCA Withholding in connection with a payment due from it (or of changes in the rate of FATCA Withholding) shall promptly notify the party receiving the payment, the Borrower and the Bank.

10.

The parties agree that the option is not exercised in favor of the application of the substitute tax for transactions related to medium- and long-term financing under the combined provisions of Articles 15 and 17 of Presidential Decree. September 29, 1973, No. 601, as amended and supplemented. Accordingly, this agreement and related acts shall be subject to ordinary taxes.

This agreement is subject to registration only in case of use, enunciation and voluntary registration under Presidential Decree. 131/1986.

Article 8 (Representations and Warranties of the Borrower)

The Borrower represents that (i) No Material Event or Material Adverse Event is continuing, (ii) no payment obligation in favor of the Bank arising out of the Contract Documents is postponed or subordinated to any unsecured obligation assumed by the Borrower and each obligation will rank at least equally with the rights of all other unsecured creditors of the Borrower (iii) the Borrower, nor any of its subsidiaries, nor any of their respective directors and/or officers, nor, to the best of the Borrower's knowledge, any of their respective investees or affiliates, or any of their respective agents or employees, is, currently, or, has been, engaged in any activity, or engaged in any conduct, which violates any law regulation or standard, relating to anti-bribery, anti-corruption or anti-money laundering, in any applicable jurisdiction, and (vi) neither the Borrower, nor any of its subsidiaries, nor any of their respective directors and/or officers, nor, to the best of the Borrower's knowledge, any of their respective investees or affiliates, or any of their respective agents or employees, is a natural person legal entity, or an entity ("Person") that is, or is owned, or controlled, by a Person that (a) is the subject of, or the recipient of, a Sanction ( "Sanctioned Person") or (b) is located, incorporated, or resident in a nation, or territory, that is, or whose government is, subject to Sanctions, which broadly prohibit dealings with such government, nation, or territory (a "Sanctioned Country").

These representations shall be deemed to have been made and/or repeated by the Borrower on the dates of subscription, disbursement and repayment of Financing and shall be true, accurate, complete and correct with reference to the circumstances existing at the time they are made and/or repeated.

Article 9 (Borrower’s Undertakings)

1.	The Borrower shall promptly inform the Bank of the occurrence or potential occurrence of any Material Event of which it has become aware, and, in such case, provide the information concerning its financial position requested by the Bank and deliver the Financial Documentation.

2.	The Borrower shall ensure that the Borrower's obligations under the Contract Documents shall not be conventionally subordinated to its obligations to other lenders, present or future, subject to the privileges of Law.

The Borrower agrees not to undertake directly or indirectly, any extraordinary transactions (merger, demerger, increase or reduction of share capital or purchase of treasury shares) that may entail a Material Adverse Effect, without the prior consent of the Bank, which shall not be unreasonably withheld and in any case without prejudice to any transaction of purchase of treasury shares that the Borrower shall have the right to undertake for a maximum amount not exceeding the amount provided for from time to time in its bylaws.

4.	The Borrower shall preserve the validity of its Intellectual and Industrial Property as well as take all acts reasonably necessary to protect the Intellectual and Industrial Property to the extent necessary to avoid a Material Adverse Effect.

5.	The Borrower agrees to subordinate and subordinate any shareholder loans (or from subsidiaries or affiliates of the same), both capital and interest, with respect to full repayment of Financing.

6.	The Borrower agrees that at all times its consolidated financial statements shall be audited and the auditors shall be PWC, Ernest & Young, KPMG or Deloitte & Touche or any other leading auditing firm engaged by the Borrower.

The Borrower undertakes to maintain the Accounting Standards, to maintain licenses, permits, authorizations and/or concessions and licensing agreements, including through the renewal and extension of existing ones, necessary for the conduct of its activities as carried out from time to time, to maintain insurance coverage, and undertakes to ensure that fees due are paid within the terms of the law.

8.	The Borrower undertakes that as of each Reference Date, as of the balance sheet ending 12/31/2022, all Financial Covenants set forth below (the "Financial Covenants"), as defined in Annex 1 - Part Two (Definitions), will be met.

(i)

Ratio of Net Financial Debt to EBITDA less than or equal to 2.50 times throughout the term of this agreement.

(ii)

Ratio of Net Financial Debt to Shareholders' Equity less than or equal to 2.00 times throughout the term of this agreement.

Each Financial Constraint will be recognized on a semi-annual basis, starting with the values resulting from the Consolidated Financial Statements of the Borrower's Group as of 12/31/2022. To this end, the Borrower agrees to deliver to the Bank, at the same time as sending the above financial statements, a Compliance Certificate signed by the Borrower's legal representative and accompanied by a report signed by the relevant auditors.

Failure to comply with even one of the above parameters may be remedied by payment of Equity to the Borrower within 15 Business Days of delivery to the Bank of the Compliance Certificate showing the violation. This option may be applied no more than twice during the life of the Financing, and in any case not consecutively.

The Borrower agrees (i) not to use, directly or indirectly, the proceeds from any collection or payment and (ii) not to finance, confer, or otherwise make available proceeds to any subsidiary, joint venture partner, or other Person, (a) for the purpose of financing an activity of, or transaction with, a Person, or in a state or territory, that is a Sanctioned Person or a Sanctioned Country or (b) in any other manner that results in a violation of Sanctions by a Person.

10.

During the period in which the amount of the Financing disbursed and not repaid exceeds Euro 60,000,000, the Borrower may not establish or maintain any Encumbrances aimed at guaranteeing obligations of a financial nature of its own and/or of one or more companies of the Group for a total amount exceeding Euro 150,000,000.00 (one hundred and fifty million/00).

Art. 10 (Material Events)

It is expressly agreed that the occurrence of any of the circumstances referred to in Article 1186 C.C., to which the following events are conventionally equated, shall constitute cause for the Borrower's forfeiture of the benefit of any term established in this agreement:

(a)            the convening or meeting of the board of directors or shareholders' meeting of the Borrower to resolve the submission of an application for admission to any applicable Insolvency Proceedings or the liquidation, dissolution, transfer of assets to its creditors pursuant to Articles 1977 et seq. of the Civil Code or other applicable procedure having similar effects;

(b)            the filing by any third party of an application seeking the admission of the Borrower to any applicable Insolvency Proceedings or liquidation or dissolution or other applicable proceeding having similar effect, unless the Bank has received satisfactory evidence that such application is challenged diligently and in good faith with appropriate remedies at Law and with a reasonable likelihood of success and, in any event, such claim is rejected, withdrawn, dismissed (including by a deed of desistance) or declared inadmissible within 90 (ninety) days from the date of its filing;

Without prejudice to any remedy permitted under applicable Law and this agreement, this agreement shall terminate as of right, at the initiative and at the discretion of the Bank, pursuant to Articles 1454 and/or 1456 of the Civil Code upon the occurrence of any of the following circumstances:

(a)            the Borrower fails to make timely payment of any amount due from it under this Agreement, on the terms and in the manner specified herein unless the failure to pay is due solely to technical or administrative errors in the transmission of funds and is made within 5 (five) Business Days after the due date;

(b)            the Financing is used by the Borrower, in whole or in part, for a purpose other than the Purpose;

(c)            at any time any commitment or obligation set forth in the Contract Documents is not exactly and punctually performed by the Borrower and such breach, if amenable to cure, is not cured within 15 (fifteen) Business Days from the earlier of the date on which the Bank gave notice of the breach to the Borrower and the date on which the Borrower had actual knowledge of such breach;

(d)            any of the representations and warranties made or to be deemed to have been expressly repeated by the Borrower in, and pursuant to, the Contract Documents were or are found to have been incomplete, untrue, inaccurate, inexact or misleading at the time they were made or deemed to have been repeated and, if the circumstances giving rise to such untrue, inaccurate, inexact or misleading are susceptible to be remedied, such circumstances are not remedied within 15 (fifteen) Business Days from the earlier of the date on which the Bank gave notice about the untruthfulness of the relevant representations and the date on which the Borrower becomes aware of such untruthfulness.

Without prejudice in any way to the configurability of the events referred to in this article as events of forfeiture within the meaning of Article 1186 C.C., it is expressly agreed that the Bank may withdraw from this agreement pursuant to Article 1845 C.C., upon the occurrence of any of the following circumstances, and the parties expressly agree that any one of the following of the events provided for in this article shall qualify as just cause for the purposes of Article 1845 of the Civil Code:

	(a)	the Borrower ceases to carry on or communicates in writing that it will cease the activities it has from time to time carried on or commences a characteristic activity that is substantially different from those referred to in its current corporate purpose;

	(b)	is demanded from the Borrower by the relevant creditor(s) to repay any financial debt included in the definition of Financial Debt and in an amount exceeding Euro 10,000,000.00 (ten million/00) before the originally scheduled maturity, as a result of a representation of forfeiture and/or termination and/or withdrawal by such creditor(s) caused by a default of the Borrower on one or more payment obligations or financial obligations;

	(c)	enforcement proceedings are commenced involving assets of the Borrower in an amount or value in excess of Euro 5,000,000 unless (i) the Borrower demonstrates that it has sufficient financial resources to meet the payments in respect of which such enforcement proceedings have been commenced; or (ii) it is demonstrated, in the opinion of the Bank, that the enforcement proceedings are manifestly unfounded;

	(d)	any Material Adverse Event has occurred, in the Bank's reasonable judgment;

	(e)	if the auditing firm or board of auditors expresses an adverse opinion on the financial statements of the Borrower, due to irregularities found, or issues a statement of inability to express an opinion on such financial statements;

	(f)	invalidity, ineffectiveness or termination of the Agreement is declared or an action is brought to that effect;

	(g)	there has been a suspension, interruption or change in the characteristic activity of the Borrower such that a Material Adverse Effect has occurred;

	(h)	there has been a worsening of the Borrower's credit grounds such as to result in a Material Adverse Effect;

The Bank will inform the Borrower about its intention to exercise the rights provided in this Article by a notice sent to the Borrower by registered letter with return receipt or PEC. After 15 Business Days from the receipt of such notice by the Borrower, the Financing shall be revoked and the Borrower shall immediately repay to the Bank the amounts not yet repaid together with interest, including interest on late payments, plus expenses, costs and fees and any other amount due.

Art. 11 (Assignability)

The Borrower shall not assign its rights and obligations under this agreement without the prior written consent of the Bank.

The Bank may assign, in whole or in part and at any time, this agreement, its rights and obligations hereunder, or assign, in whole or in part, its claims against the Borrower and arising from this agreement in favor of banks, financial institutions and securitization special purpose vehicles pursuant to and in accordance with Law No. 130 (as subsequently amended), only with the prior written consent of the Borrower (which shall not be unreasonably withheld or delayed and shall be deemed to have been given unless expressly denied within 15 (fifteen) Business Days of the relevant written request by the Bank). In any case, it is understood that the Bank shall have the right to freely transfer and/or pledge its rights and obligations under this agreement as part of financing transactions concluded by the Bank with the European Central Bank and/or the Bank of Italy.

Any Fees that may be applicable to the assignments referred to in this article and any related costs and expenses (including any legal and notary fees) shall not be borne by the Borrower unless such assignment has occurred when a Material Event is in place

Article 12 (Miscellaneous Provisions)

Essential term: the terms provided in this agreement are to be considered essential both with reference to the dates and periods of time mentioned therein, and with reference to the dates and periods of time that may be modified under this agreement or by written agreements made between the parties except for any extensions granted in writing by the Bank to the Borrower.

Amendments and Tolerances: the Contract Documents may be amended only by an act signed by all parties to this agreement and, in particular, by persons having the necessary powers of representation of the parties. Therefore, any tolerance, even repeated, of non-performance or delayed performance of the same or different contractual obligations can in no way be interpreted as tacit modification of the corresponding covenants.

Proof of credit: Bank statements, records and in general accounting findings will always constitute full proof in any forum and for all purposes of the claims claimed by the Bank against the Borrower in dependence of this agreement.

Partial Invalidity: the fact that, at any time, any of the provisions of the Contract Documents are illegal, invalid or unenforceable shall not affect the legality, validity and enforceability of the remaining contractual provisions. Payments: unless otherwise determined by the Bank, any payments made by the Borrower will be charged first to reimbursement of expenses, then to interest, including interest on late payments, and finally to principal. The Bank will have the right to refuse payments from third parties.

Offsetting: all payments due by the Borrower shall be made in their full amount, the Borrower being expressly precluded from offsetting its debts against any claim it has against the Bank for any reason whatsoever.

Article 13 (Communications)

Any communication to be made pursuant to the Contract Documents shall be in writing and may be made by registered letter with return receipt or e-mail or PEC, to the following addresses of the parties, to be considered for all purposes their domiciles, or to those subsequently indicated in writing by registered letter with return receipt or by fax or e-mail by each of the parties:

For the Borrower, to:

Alfasigma S.p.A.

99 Boys Street, No. 5

40133 Bologna

Tel: + 39 051 6489511

PEC: alfasigmaspa@legalmail.it

e-mail: stefano.pasi@alfasigma.it

For the Bank, to:

Banca Nazionale del Lavoro S.p.A.

Largo Corporate Network Via Rizzoli 26, 40125 Bologna (BO)

Tel: +39 366 7603479 - +39 3355311186 - +39 3471495134

PEC: DCOR.BKG.CENTROLCBOLOGNA@pec.bnlmail.com

e-mail: roland.moser@bnpparibas.com - giovanni.simonetti@bnpparibas.com - franco.ceroti@bnpparibas.com

Article 14 (Applicable Law Jurisdiction - Complaints)

The parties to this agreement choose to apply Italian law to this agreement. The Court of Milan shall have exclusive jurisdiction in relation to any dispute arising from this agreement, including those relating to termination or invalidity, to the exclusion of any other forum, except for the non-derogable exclusive forums provided for in the Code of Civil Procedure.

For any disputes relating to the interpretation and application of this agreement, the Borrower may submit a complaint to the Bank's Complaints Office, Viale Altiero Spinelli 30, 00157 Rome, e-mail address reclami@bnlmail.com, certified e-mail address reclami@pec.bnlmail.com, which responds within 60 days of receipt.

Without prejudice to the right to make a complaint to the Bank of Italy, if the Borrower is not satisfied or has not received a response within 60 days, before resorting to the judicial authority, she may alternatively:

-         Activate at accredited conciliation bodies, including the Conciliatore Bancario Finanziario - Association for the resolution of banking, financial and corporate ADR disputes (www.conciliatorebancario.it) ( the "Conciliatore Bancario Finanziario") - whatever the value of the dispute, either jointly with the Bank or independently, a conciliation procedure in order to find a settlement with the Bank for the resolution of disputes relating to the relationship. This is without prejudice to the right to appeal to the courts in the event that conciliation is concluded without reaching a settlement;

-         Refer to the Banking and Financial Arbitrator (the "ABF"), which is the competent body for disputes relating to transactions or conduct after January 1, 2009 (as of October 1, 2022, no disputes relating to transactions or conduct prior to the sixth year prior to the date of the referral may be referred to the ABF), and

provided that no more than 12 months have elapsed since the complaint was submitted to the Bank. It is understood that disputes for which the statute of limitations has expired under the general rules cannot be submitted to the ABF. AII disputes involving the establishment of rights, obligations and faculties may be submitted to ABF, regardless of the value of the relationship to which they relate. If the Borrower's claim relates to the payment of a sum of money for any reason, the dispute falls under the jurisdiction of the ABF provided that the amount claimed does not exceed 200,000 euros. You can find out how to apply to the ABF at www.arbitrobancariofinanziario.it, ask at Bank of Italy Branches or at the Bank. The decisions of the ABF are not binding on the parties, who always have the right to appeal to the courts, always taking into account what is specified below;

-         Activate at the Conciliatore Bancario Finanziario, whatever the value of the dispute, an arbitration procedure (pursuant to Articles 806 et seq. of the Italian Code of Civil Procedure), in accordance with the Regulations issued by it, which can be consulted on the aforementioned site.

In any case, the Borrower, in order to sue the Bank before the ordinary court, must first alternatively: - Carry out the compulsory mediation attempt, provided for and regulated by D.Lgs. 28/2010 (as amended by Law 98/2013), resorting to one of the mediation bodies listed in the appropriate register (including the Conciliatore Bancario Finanziario);

-         Experiencing the procedure in front of the ABF.

For more information on ABF, the "Practical Guide On Financial Banking Arbitration" can be consulted at www.arbitrobancariofinanziario.it and at Bank Branches.

Article 15 (Transparency)

The parties declare that this agreement:

i. was negotiated on an individual basis between the Borrower and the Bank with respect to each article, clause, premise and annex (including through, inter alia, exchange of drafts and communications as well as participation in meetings with relevant advisors);

ii. do not contain references to general terms and conditions; and iii. were not entered into through modules or forms.

(b) The parties also mutually acknowledge that Articles 1341 and 1342 of the Civil Code do not apply to the Contract Documents. Therefore, what is provided for under Section II (Advertising and pre-contractual information) of the "Provisions on the transparency of banking and financial transactions and services in force from time to time, issued by the Bank of Italy in execution of the CICR resolution of March 4, 2003, does not apply to the activities carried out by the Bank in connection with the execution of this agreement, since it was the subject of individual negotiations punctual in all their provisions.

Annex 1 - DEFINITIONS
Part one

"Adjustment": means, in the case of substitution of the Benchmark, an adjustment of the margin aimed at eliminating, or reducing, the economic loss incurred for one of the parties due to the substitution of Euribor, consequently, to ensure that the Replacement Reference Rate is equivalent to Euribor on the date of its substitution. The Adjustment represents a fixed value agreed upon between the Bank and the Borrower that can be either increasing or decreasing the Margin.

"Drawdown" means a Drawdown or utilization disbursed under the Financing or renewed under this agreement. "Compliance Certificate" means the compliance certificate drawn up according to the text in Annex 3 (Compliance Certificate).

"Qualified Bank" means an entity that is the beneficial owner of payments of interest or equivalent income made for the purposes of this agreement and that is:

(a)            a credit institution, insurance company, institutional investor or other financial institution authorized to conduct banking or financial business in Italy pursuant to D.lgs. September 1, 1993, No. 385 or D.lgs. Feb. 24, 1998, No. 58, resident for tax purposes in Italy pursuant to Art. 73 of the TUIR and not acting for the purposes of this agreement through a permanent establishment located abroad; or

(b)            a credit institution or other financial institution authorized to carry on banking or financial business in Italy, not resident for tax purposes in Italy, acting through a permanent establishment in Italy for which any payment received under the Contract Documents qualifies as business income within the meaning of Articles 81,151 and 152, first paragraph, of the TUIR; or

(c)            a credit institution or other financial institution authorized to carry on banking or financial business in Italy, not resident for tax purposes in Italy, not acting for the purposes of this agreement through a permanent establishment in Italy, and which has entered into a double tax treaty with Italy pursuant to which it is entitled to receive interest payments from a person resident in Italy without a Withholding Tax and which is entitled to benefit from that treaty; or

(d)            A person who, pursuant to Article 26, Paragraph 5-bis of Presidential Decree No. 600 of September 29, 1973, as amended and supplemented from time to time, is entitled to receive payments of interest or equivalent income made by the Borrower under this agreement without application of any Withholding Tax; or

(e)            Any person to whom an interest payment can be made without Withholding Tax imposed by Italian law.

"Reference Banks": means four of the major banks in the interbank market in the area related to Euribor (excluding, for this purpose, the Bank and its group to which it belongs).

"Change of Control": means the circumstance according to which the Reference Shareholder ceases to hold, at any time, directly or indirectly, an interest equal to 50.01% of the share capital of the Borrower representing, at any time, a majority of the votes eligible to approve resolutions in the ordinary and (on first call) extraordinary meetings of the Borrower and such as to determine the appointment of a majority of the members of the board of directors of the Borrower, without prejudice in any case to the right of veto provided in favor of the "B Shareholders" (as defined under the Bylaws of the Borrower in effect on the Signing Date) as provided in the bylaws of the Borrower in effect on the Signing Date.

"Event of Permanent Absence of Quotation" means, in relation to the Benchmark, the occurrence of any of the following events:

Any interruption to the quotation of the Benchmark and any material change in its method of calculation; or

The failure of the Benchmark to be quoted, or the absence of publication, that persists for a period of at least 20 consecutive Business Days; or

The issuance of a disposition or notice by the entity administering the Benchmark, or otherwise competent, having as its object the permanent, or indefinite, cancellation of the detection of the Benchmark; or

An appropriate body, legislature, or other official entity prohibits the use of the Benchmark or indicates that its use is subject to restrictions or sanctions; or

The absence or cancellation of the necessary authorizations to the entity administering the Benchmark, the absence or cancellation of the Benchmark or its administrator from any official records.

"Code" means the U.S. Internal Revenue Code of 1986.

"Conditions Precedent": means the conditions precedent set out in Annex 2 (Conditions Precedent).

"Tax credit" means an accrued credit or tax relief against the payment of a Tax (i.e., refund thereof).

"Reference Date": means 12/31 of each year, in the presence of half-yearly also 30/06 of each year.

"Drawdown Maturity Date " means, with respect to each Drawdown, the last day of the relevant Drawdown Duration provided that, if such date does not fall on a Business Day, reference shall be made to (i) the first Business Day immediately following such date or (ii) the Business Day immediately preceding such date, if the first Business Day immediately following such date falls in the following calendar month.

"Final Maturity Date": means February 28, 2025.

"Signing Date": means the date of signing this agreement.

"Utilization Date": means each date, within the Availability Period, on which a Drawdown is made or renewed. "Contract Documents": means this agreement with its annexes and/or deed of receipt, requests for use/renewal and any amending/supplementing acts of the same.

"Financial Documentation ": means (i) the annual financial statements of the Borrower Company and, if applicable, the consolidated financial statements of the Group, duly approved and, if applicable, certified by an auditing firm, accompanied by the notes to the financial statements, the report of the directors and the board of statutory auditors and the certification report of the auditing firm, to be made available within 210 (two hundred and ten) days after the end of the fiscal year to which the financial statements refer (ii) as well as, if any, the half-yearly report of the Borrower, possibly on a consolidated basis, accompanied by the related explanatory note, income statement and cash flow statement, signed by the legal representative of the Borrower and accompanied, if applicable, by a letter of validation (so-called "Limited Review") from the auditing firm, to be made available within 90 (ninety) days from the end of each half-year.

"Material Adverse Effect": indicates the consequences of any event that has occurred that may significantly impair:

(a)            The asset, financial or operational situation of the Borrower and/or the Group considered as a whole; or

(b)            The ability of the Borrower to meet its payment obligations set forth in the Contract Documents taking into account the contractually stipulated deadlines; and

"Euribor": means the 1-month, 3-month or 6-month Euribor rate, depending on the Terms of a Drawdown , at the quotation offered and disseminated at, or about, 11:00 a.m. (Brussels time) on the Quotation Day, on page EURIBQR01 of the Reuters circuit (or such other service provider's page as may replace it in the future, including of other service provider that may replace Reuters) showing the rate administered by the European Money Markets Institute (or by other authority or body that may replace it in the future) for the Euro in respect of such time period.

In the event that the Interest Rate applicable to a given Drawdown Duration, as a result of a negative Euribor Benchmark reading, is less than zero, such Interest Rate shall, limited to such Drawdown Duration, be assigned a value of zero

In the event that Euribor is not detected or published, on any Quotation Day, the Bank will request the Reference Banks to provide their alternative Euribor quotation. If two or more Reference Banks provide the Bank with such an alternative quotation, the Interest Rate, for that Drawdown Duration, shall be equal to the arithmetic mean of those quotations, eliminating the highest and lowest quotation (except in the case where only two quotations have been received), added to the Margin.

If, on any Quotation Day, Euribor is not quoted or published and fewer than two Reference Banks provide the alternative quotation, the interest rate applicable to the Financing, for that Drawdown Duration, shall be equal to the last published Euribor, plus the Margin, unless the absence of quotation is due to an Event of Permanent Absence of Quotation. In the case of Event of Permanent Absence of Quotation, the Bank will use, in place of Euribor, the Replacement Reference Rate. In the absence of the Replacement Reference Rate, the Bank will use a fixed rate equal to the latest available Mid-Swap Rate, subject to the Bank's ability to make an Adjustment in this case.

"Material Adverse Event": means any event or circumstance having a Material Adverse Effect.

"Material Event" means any of the events listed in Article 11.

"Quotation Day": means the day on which the Bank will survey the Benchmark for the purpose of determining the interest rate, i.e., the 2nd (second) previous Business Day:

(A)            the date of disbursement; i.e.

(B)            the effective date of a new Interest Period (meaning, for the purpose of detecting the Benchmark, the effective date of the previous Interest Period) provided that, if such date does not fall on a Business Day, reference shall be made to (i) the first Business Day immediately following such date or (ii) the Business Day immediately preceding such date, if the first Business Day immediately following such date falls in the following calendar month.

"Business Day" means any day (excluding Saturdays and Sundays) on which banks operating in the Rome and Milan markets are open for the conduct of their normal business. Also excluded from the SOFR survey are the days that the "Securities Industry and Financial Markets Association" (or the body that would replace it) recommends that its members remain closed for the entire day and the days on which banks operating on the New York Stock Exchange are closed.

"Group": jointly means the Borrower and other companies directly or indirectly controlled by the Borrower and falling within the scope of consolidation of the Borrower's financial statements.

"Financial Debt": means any indebtedness related to: (1) loans and borrowings of any kind made under any technical form; (2) bonds and notes issued in any form or other financial instruments of a similar nature; (3) finance leases; (4) assignments of receivables and discounting transactions (with the exception of assignments of receivables without recourse) (5) derivative transactions having a non-speculative nature (for this purpose, the mark-to-market value of the derivative shall be considered as the value of the transaction); (6) any counter-guarantee or indemnity given in connection with guarantees, bonds, letters of credit, or other similar instruments issued by a bank, financial intermediary, or insurance company; or (7) any guarantee, indemnity, or similar commitment in connection with any of the items in numbers (1) through (6) above. "Tax Indemnity" means a payment made by the Borrower to the Bank in respect of a Withholding Tax or an indemnity relating to a Tax under the Contract Documents.

"Bankruptcy Law": means Royal Decree No. 267 of March 16, 1942, as subsequently amended and supplemented.

"Laws": means all primary and secondary rules, ordinances, decrees, regulations, municipal statutes, judgments, decisions, orders, awards, judicial, arbitral, administrative, ministerial, or regulatory measures, or any other provision binding on or having effect on the person against which this word is used; and "Law" means each of them.

"Margin: Compared with the EURIBOR Benchmark: indicates 0.60 percentage points per year. Compared with the SOFR Benchmark: indicates 0.85 percentage points per year.

"Equity" indicates:

(a)            Share capital and available reserves;

(b)            Shareholder loans, provided they are fully subordinated and postponed, in principal, interest and any other amount due under any title, to the Financing; and

(c)            non-repayable, capital and future capital increase payments provided that, in each case, they are not repayable to shareholders before the Financing is fully repaid.

"Mid-Swap Screen Page" means the Reuters circuit page "ICESWAP1," or such other page as may be substituted for the service, or such other information service as may be designated by the entity providing or promoting such information, for the purpose of showing equivalent or comparable rates in relation to the Mid-Swap Rate for the period. If the relevant page is replaced or cancelled, the Bank will notify another page or service that provides the relevant rate.

"FATCA Regulations" means.

(a)            Sections 1471 to 1474 of the Code or any related official rules or regulations;

(b)            any official treaty, law, regulation or legislation implemented in any other jurisdiction, or relating to a

Intergovernmental agreement between the United States of America and any other jurisdiction, which (in either case) facilitates the implementation of the regulations specified in paragraph (a) above; and

(c)

any agreement entered into with the United States Internal Revenue Service, the government of the United States of America, or any governmental or taxing authority present in any other jurisdiction as a result of the implementation of the regulations set forth in paragraph (a) or (b) above.

"Benchmark": means, as the case may be, Euribor or, in the case of disbursement of a Drawdown in USD currency, the SOFR.

"Availability Period" means the period of time between the Signing Date and the date that falls one month before the Final Maturity Date.

"Drawdown Duration" means a period, at the option of the Borrower in the relevant Utilization Request or Renewal Request of 1 (one), 3 (three) or 6 (six) months commencing on the relevant Utilization Date (excluded) of a Drawdown and ending on the Drawdown Maturity Date (included).

"Reference Period": means the period of 12 (twelve) months preceding the Reference Date, or, in the case of semi-annual survey, means the period of 6 (six) months preceding the Reference Date.

"Accounting Standards" means: (i) the legal standards, as applicable from time to time, regarding the preparation of financial statements as supplemented by the National Council of Accountants, the documents issued by the QIC (Organismo Italiano di Contabilità); or, at the discretion of the Borrower (ii) the international accounting standards referred to as International Accounting Standards or International Financial Reporting Standards (as applicable) as adopted by the international accounting standardization body, the International Accounting Standards Board (IASB).

"Insolvency Proceedings": means (i) bankruptcy or other insolvency proceedings, including but not limited to, composition with creditors, arrangement with creditors, compulsory liquidation and extraordinary administration of large insolvent companies, debt restructuring agreements and reorganization plans referred to in Article 182 bis and 67, third paragraph, letter (d) of the Bankruptcy Law, and (ii) insolvency proceedings under foreign regulations having similar purposes and/or effects to the proceedings provided for in (i) above.

"Intellectual and Industrial Property: means ownership or use rights in trademarks (registered and unregistered), distinctive signs, firms, company names or business names, Internet domain names, works, computer programs, designs, slogans, patents (including any patent application), copyrights and related rights, database rights, industrial and trade secrets, confidential information, industrial, commercial and technical information, know-how, formulas, algorithms, models, ornamental designs, methodologies and any other similar intellectual and industrial property rights, whether registered or unregistered. "FATCA Withholding" means a withholding, deduction, or deduction provided for under the FATCA Regulations in connection with a payment due under the Contract Documents.

"Withholding Tax": means any withholding, deduction, deduction or withholding outright or on account in respect of a Fee or other payment to governmental or other public authority, imposed by the law of any jurisdiction, other than a FATCA Withholding.

"Sanctions": means any economic or trade sanction or restrictive measure promulgated, administered, enforced, imposed or enforced by the ”Office of Foreign Assets Control" (OFAC) of the United States Department of the Treasury, the United States Department of State, the United Nations Security Council and/or the European Union and/or the French Republic and/or the Republic of Italy and/or the United Kingdom Treasury Department or any other sanctions authority.

"Reference Shareholder" means Marino Golinelli & C. S.a.p a., a company incorporated under Italian law with its registered office in Bologna, Galleria Cavour No. 4, registered with the Bologna Companies Register at 03704150378.

"SOFR": means the 1-month, 3-month or 6-month SOFR rate, depending on the Terms of a Drawdown, at the quotation administered by the "CME Group Benchmark Administration Limited" (or such entity as may replace it) in respect of such period and published (prior to any correction, recalculation, republication by the administrator) by the "CME Group Benchmark Administration Limited' (or such entity as may replace it in publication) on the Quotation Day.

If the Interest Rate applicable to a given Drawdown Duration, as a result of a negative detection of the SOFR benchmark, is less than zero, it will be assigned, limited to that Drawdown Duration, a value of zero.

In the event of failure to record or publish the SOFR, on any Quotation Day, the applicable interest rate, portal Period of Duration of a Drawdown, shall be equal to the last published SOFR, plus the Margin, unless the absence of quotation is due to an Event of Permanent Absence of Quotation. In the case of Event of Permanent Absence of Quotation, the Bank, acting in good faith and in accordance with commonly accepted banking standards, will use, in lieu of the SOFR, a rate calculated on the basis of the cost to the Bank of procuring funds in the relevant currency in the interbank market, to which the Margin will be added.

"State of Insolvency" means the state of insolvency referred to in Article 5 of the Bankruptcy Law, as supplemented or amended by any subsequent measure, or the state of insolvency referred to in Article 3 of Legislative Decree No. 270 of July 8, 1999, as supplemented or amended by any subsequent measure.

"Fee": means, without limitation, any tax, duty, stamp duty, registration tax, withholding tax, fee or charge of any kind, present and future, however denominated (including, without limitation, related surcharges, supplements, sanctions, interest on arrears or penalties relating thereto).

"Mid-Swap Rate": means the ICE Swap Rate administered by ICE Benchmark Administration for Euro swaps, with a duration equal to or similar to the period commencing on the first day of the Drawdown Duration (inclusive), in respect of which the Bank has determined the occurrence of an Event of Permanent Absence of Quotation, on the Final Maturity Date (exclusive), which results from the Mid-Swap Screen Page at 11:00 a.m. (Brussels time) on the Quotation Day.

"Interest Rate": means the annual nominal interest rate applicable to the Financing, consisting of a fixed portion equal to the Margin and a variable portion depending on the Euribor rate, time to time applicable, for Drawdowns disbursed in Euro, or the SOFR rate, time to time applicable, for Drawdowns disbursed in USD.

"Late Payment Rate": means the default rate applicable to the Financing, equal to the Interest Rate plus 2 (two) percentage points.

"Replacement Reference Rate": means the alternative rate that is published, approved or recognized by the entity administering the Benchmark, central banks, monetary authorities or any similar institution or competent authority or any relevant committee or other entity established or authorized by them.

Once the Replacement Reference Rate is determined:

in order to ensure the continuity of this Agreement and the provisions attached hereto, the Bank, after consultation with the Borrower, will determine any useful technical modifications and, where necessary, any Adjustments, required to make such Replacement Reference Rate relatable to the Benchmark. This determination is made by the Bank in good faith and according to commonly accepted banking standards;

references to the relevant Benchmark in this agreement will be to refer to the Replacement Reference Rate;

the Bank will notify the Borrower of the Replacement Reference Rate and the criteria described above in (a) as soon as reasonably practicable and, in any event, at least 10 Business Days prior to commencing to use the Replacement Reference Rate. In case of application of the Replacement Reference Rate, the provisions of Article 118 of Legislative Decree No. 385/1993 pertaining to the right of withdrawal of the Borrower will apply.

"TUIR": means Presidential Decree No. 917 of December 22, 1986, as amended and supplemented. "Encumbrances": means any encumbrance of a real nature, including (but not limited to) any security interest, usufruct, assignment by way of guarantee or other encumbrance of a similar nature relating to tangible or intangible assets and/or present and future credits (excluding any form of personal guarantee, as well as easements and other encumbrances in rem that do not appreciably limit the use of the asset) having the purpose or effect of constituting an asset as collateral in the interest of the constituent or third parties.

Annex 1 - DEFINITIONS OF FINANCIAL PARAMETERS.
Part two

"Net Financial Debt" means the difference between the amount resulting from the sum of the items under Article 2424 of the Civil Code, item Liabilities, letter D), numbers 1), 2), 3), 4), 5) (including leasing debts limited to the principal amount with the exclusion of interest), 8), 9), 10), 11) and 11-bis) (the latter four items limited to components of a financial nature) with the exclusion of any fully subordinated shareholder loans and bonds fully subordinated to the Bank's credit reasons in dependence of this loan agreement, and the amount resulting from the sum of the items referred to in the same Article 2424 of the Civil Code, item Assets, letter C, number III, item 6) (only if they are liquid securities and other instruments of temporary use of liquidity) and number IV, numbers 1), 2) and 3), calculated with respect to each Reference Period.

"EBITDA": means the difference between the value of production, determined by the sum of the items provided for in subparagraph (A) of Article 2425 of the Civil Code. - where the "other revenues and income" referred to in item 5 cannot include the use of equity reserves/funds - and the costs of production referred to in the same Article 2425 of the Civil Code, letter B), nos. 6), 7), 8), 9), 11) and 14), excluding in any case the costs related to the financial lease payments related to the assets used in leasing, calculated with regard to each Reference Period. Income and expenses of an exceptional/extraordinary nature highlighted in the "Notes" to the financial statements will be excluded.

"Shareholders' Equity": means the algebraic sum of the items referred to in Article 2424 of the Civil Code, item Liabilities, letter A), numbers I, II, III, IV, V, VI, VII, Vili, IX and X, fully subordinated shareholders' loans and fully subordinated bonds to the Bank's credit reasons under this loan agreement, calculated with respect to each Reference Period.

Annex 2 – CONDITIONS PRECEDENT

Conditions precedent to the disbursement of the first Drawdown

a)            The successful completion of the applicable "know - your - customer" procedure by the Bank;

b)            delivery to the Bank, at the Borrower's care and expense, of a copy, certified true to the original by an authorized signatory, of the Borrower's current bylaws and articles of incorporation;

c)            delivery to the Bank of copies of the corporate documents (therein expressly including, where applicable, the resolution of the Board of Directors) of the Borrower authorizing certain persons to sign such Contract Documents on behalf of the Borrower;

d)            delivery to the Bank of the Borrower's latest quarterly financial status report or, if not available, the Borrower's latest semi-annual report or, if not available, the Borrower's latest annual financial statements, in a copy certified true to the original by an authorized signatory of the Borrower;

e)            The successful payment of the Arrangement Fee;

f)            delivery to the Bank, at the Borrower's care and expense, of a certificate of vigor in original issued by the competent Chamber of Commerce (certificate of vigor) attesting to the non-existence of Insolvency Proceedings against the Borrower, bearing a date not earlier than 5 (five) Business Days from the date of disbursement.

g)            The truthfulness, accuracy, and completeness of the representations and warranties set forth in this agreement;

h)            the failure of a Material Event and/or a Material Adverse Event to occur.

Conditions precedent to the disbursement of each Drawdown or the renewal of each Drawdown

a)            The truthfulness, accuracy, and completeness of the representations and warranties set forth in this agreement;

b)            the failure of a Material Event and/or a Material Adverse Event to occur.

Annex 3 – COMPLIANCE CERTIFICATE

(On Borrower's letterhead)

Date:

To:

Banca Nazionale del Lavoro S.p.a.
Corporate Territorial Division
Via ____________

Dear Sirs,

We refer to the medium- to long-term loan agreement entered into on the date between National Bank

del Lavoro S.p.A. and for a maximum total principal amount of up to Euro (the "Loan Agreement.").

Unless otherwise indicated, capitalized terms not expressly defined in this letter shall be used with the same meaning as respectively ascribed to them in the Loan Agreement. This letter constitutes a Compliance Certificate for the purposes of the Loan Agreement.

We confirm that as of the Reference Date of ____

(i) the ratio between _____ and _____ is equal to _____ ;

(ii) the ratio between _____ and _____ is equal to _____ ;

We confirm that as of today's date:

(a)            The Representations and Warranties are true, correct and not misleading; and

(b)            there is no Material Event

We also attach documentary evidence from which the details of the calculation of Financial Covenants are shown.

(authorized signatory of the Borrower)

Annex 4 - Part I
Template for Utilization Request

Date

To:

Banca Nazionale del Lavoro S.p.a.

[·]

Loan Agreement in the total amount of euro [-] dated [and] in favor of [and] (the "Agreement")

We refer to the Contract above. Terms used in this Utilization Request shall have the meanings ascribed to them in the Agreement.

We irrevocably request that you make available to us the Drawdown stated below by crediting the Bank Account:

Utilization Use: [e]

Amount: [·]

Currency: [Euro/USD]

Duration of a Chosen Drawdown: [·]

We confirm that:

(a)            Conditions Precedent have occurred since the date of this Utilization Request;

(b)            the representations and warranties made under the Agreement are complete, correct and true;

(d)            no Material Event or Material Adverse Event occurred.

For and on behalf of

[Borrower]

Annex 4 - Part II
Renewal Request Template

Date

To:

Banca Nazionale del Lavoro S.p.a.

[·]

Loan Agreement in the total amount of euro [-] on [-] in favor of [-] (the "Agreement")

We refer to the Agreement above. Terms used in this Renewal Request have the meanings ascribed to them in the Agreement.

We irrevocably request you to renew the Drawdown of Euro/USD [-] made on [-], for Euro/USD [*]/for the full amount.

We confirm that Drawdown Duration chosen for renewal will be [-].

We confirm that:

(a)            Conditions Precedent have occurred since the date of this Renewal Request;

(b)            the representations and warranties made under the Agreement are complete, correct and true;

For and on behalf of

[Borrower]

Should you agree with the foregoing, please kindly indicate your consent by transmitting it to us duly signed by your authorized representatives as a sign of full, irrevocable and unconditional acceptance.

Sincerely,

Banca Nazionale del Lavoro S.p.A.

Last name and first name of the signatory on behalf of the Bank:__________

Powers:_____________________________ by virtue of ________________

Banca Nazionale del Lavoro S.p.A.

Last name and first name of the signatory on behalf of the Bank:___________

Powers:                                    by virtue of ________________

As a sign of full, irrevocable and unconditional acceptance.


Sincerely,

/s/ Francesco Balestrieri

Alfasigma S.p.A.

Last name and first name of the signatory on behalf of the Borrower: Francis Balestrieri
Powers: Chief Executive Officer by virtue of Board Minutes of 10/28/2021

Exhibit (b)(2)

ALFASIGMA S.p.A.

Via Ragazzi del ‘99, 5

40133 Bologna

Tax code and Company

Register of Bologna No. 03432221202

Bologna, July 28, 2023

BPER Banca S.p.A.

Large Corporate Office Modena

Viale Reiter 126 41121 - Modena

To the kind attention of Anna Lisa Fornacciari

PEC: keyclientimprese.bper@pec.gruppobper.it

Subject matter: Financing agreement in the amount of Euro 100,000,000.00 (one hundred million/00).

We have received your offer dated July 28, 2023, which we transcribe below in full acceptance:

***

Modena, July 28, 2023

Alfasigma S.p.A.

Via Ragazzi del '99 n. 5

40133 Bologna

To the kind attention Dr. Francesco

Balestrieri

PEC: alfasigmaspa@legalmail.it

Subject matter: Financing agreement in the amount of Euro 100,000,000.00 (one hundred million/00).

As a result of the understandings made and whereas:

the company Alfasigma S.p.A., headquartered in Bologna, Via Ragazzi del '99 No. 5, tax code and registration number 03432221202 of the Company Register of Bologna (the Company), has applied to BPER Banca S.p.A., headquartered in Modena, Via San Carlo No. 8/20, tax code and registration number with the Modena Companies Register 01153230360] (the Bank) for a medium-long term Financing;

the Bank has indicated its willingness to grant the Company a Financing, on the terms and conditions set forth in this Financing agreement (the Agreement) as well as in the following Summary Document.

Unsecured Loan No. 5274839

SUMMARY DOCUMENT		PROGRESSIVE 1

FINANCING AMOUNT		Euro 100,000,000.00
AMORTIZATION PERIOD		42 Months
PRE-AMORTIZATION DURATION		from the Signing Date until 06/30/2024

RATES

ANNUAL NOMINAL INTEREST RATE		Reference Index + Margin

DEPRECIATION REFERENCE INDEX		EURIBOR 6 MONTHS ASK 360 END OF PERIOD first recognized on the date of first disbursement and thereafter on the starting day of each Interest Period

DEPRECIATION MARGIN		+ 1.05 p.p.

MINIMUM AMORTIZATION RATE		1.05%. In case of entering into non-speculative derivative transactions with the Bank to hedge the Financing, 0.000 %

PRE-AMORTIZATION INTEREST RATE		Reference Index + Margin

PRE-AMORTIZATION BENCHMARK INDEX		EURIBOR 6 MONTHS ASK 360 END OF PERIOD first recognized on the date of first disbursement and thereafter on the starting day of each Interest Period

PRE-AMORTIZATION MARGIN		+ 1.05 p.p.

MINIMUM PRE-AMORTIZATION RATE		1.05%. In case of entering into non-speculative derivative transactions with the Bank to hedge the Financing 0.000 %

WAY OF DETERMINING THE DEFAULT RATE		DISCRETION ON RATE DEADLINE RATE + 2,000 p.p.
DEFAULT RATE SURCHARGE
EXPENSES

EXPENSES FOR THE CONCLUSION OF THE AGREEMENT

UPFRONT		Euro 130.000,00

RELATIONSHIP MANAGEMENT EXPENSES

ADMINISTRATION FEE		Euro 20.00 annually
INSTALMENT COLLECTION		2.75. Euro
FEE FOR NON-USE OF FUNDS		0.05% of Undisbursed Financing

SENDING NOTICES

RECOVERY OF EXPENSES FOR SENDING PERIODIC PAPER NOTICES		Euro 0.90
EXPENSE RECOVERY FOR SENDING PERIODIC ONLINE NOTICES		Euro 0.00
RECOVERY OF EXPENSES FOR SENDING RECEIPTS (IN PAPER FORM)		Euro 0.75
SENDING PAYMENT REMINDERS (IN PAPER FORM)		Euro 5.00
EXPENSE TO BE CHARGED TO THE LENDER IN THE CASE OF MORTGAGE ACCOMPLISHMENT		Euro 300
CERTIFICATION OF FEES AND INTEREST		Euro 7.66
CONTRACTUAL VARIATIONS OF ANY NATURE		to be agreed upon between the parties not provided, subject to the payment of the
ALL-INCLUSIVE FEE FOR EARLY EXTINGUISHMENT, TOTAL OR PARTIAL		Breakage Costs if the redemption does not coincide with the maturity date of an Interest Period.

DEPRECIATION PLAN

TYPE PLAN OF DEPRECIATION		personalized
TYPE OF INSTALMENT		personalized
PERIODICITY OF AMORTIZATION INSTALLMENTS		semiannual
INTEREST PAYMENT PERIODICITY		semiannual

OTHER FINANCING FEATURES

AMORTIZATION INTEREST CALCULATION		365/360.
DEFAULT INTERESTS CALCULATION		calendar year 365/365 (366 if leap year)
PERIODICITY OF REPORTING		annual
PERIODICITY OF SUMMARY DOCUMENT		annual

Subject, however, to the mandatory provisions of Legislative Decree 206/2005 (Consumer Code) and Legislative Decree 385/1993: with no effect; therefore, the clauses of this document that may be deemed in conflict with the above disciplines do not take effect.

NOW, THEREFORE

IT IS AGREED AS FOLLOWS:

1.            RECITALS, EXHIBITS, DEFINITIONS AND INTERPRETATION

1.1          Recitals and Exhibits

The parties agree that the foregoing Recitals, as well as the exhibits attached hereto, are to be considered an integral and substantial of the Agreement.

1.2          Definitions

In addition to terms and expressions elsewhere defined in the Agreement, the following terms used with capitalized initials shall have the meanings ascribed to them below.

Affidavit means the affidavit as identified by the Internal Revenue Service pursuant to the July 10, 2013 Order of the Director of the Internal Revenue Service Prot. No. 2013/84404 and available on the website www.agenziaentrate.gov.it or any similar template as approved by the Internal Revenue Service from time to time.

Acceptable Bank means:

(a)

any bank that has a minimum short-term credit rating of A-2 by Standard & Poor's Rating Services, F2 by Fitch Ratings Ud or of P-2 by Moody's lnvestor Services Limited or, in the case of a bank incorporated and headquartered in Italy as well as authorized by the Bank of Italy, that has a minimum short-term credit rating of A-3 by Standard & Poor's Rating Services, F3 by Fitch Ratings Ud or P-3 by Moody's lnvestor Services Limited or any bank or branch of a bank operating in countries with a credit rating lower than the above, provided that it belongs to a banking group with a credit rating at least equal to the above; or

(b)

any other bank or different financial entity approved by the Bank at the request of the Company.

Qualified Bank means an entity that is the beneficial owner of payments of interest or equivalent income made for the purposes of this Agreement and that is:

(a)

a credit institution or other financial institution authorized to conduct banking or financial business in Italy pursuant to Legislative Decree September 1, 1993, No. 385 or Legislative Decree. Feb. 24, 1998, No. 58, resident for tax purposes in Italy pursuant to Art. 73 of Presidential Decree (D.P.R.) No 917 of December 22, 1986 and not acting for the purposes of this agreement through a permanent establishment located abroad; or

(b)

a credit institution or other financial institution authorized to carry on banking or financial business in Italy, not resident for tax purposes in Italy, acting through a permanent establishment in Italy for which any payment received under this Agreement qualifying as business income within the meaning of Articles 151 and 152, Paragraph 1, of Presidential Decree No 917 of December 22, 1986; or

(c)

a credit institution or other financial institution authorized to conduct banking or financial business in Italy that: (a) is non-resident for tax purposes in Italy; and (b) is not acting for the purposes of this Agreement through a permanent establishment in Italy; and (c) has entered into a double tax treaty with Italy pursuant to which it is entitled to receive payments of interest or equivalent income from a person resident in Italy without the application of a Withholding Tax; and (d) meets any other requirements necessary to benefit from full exemption from Withholding Tax under such treaty; or

(d)

a person who is a direct preceptor of payments of interest or equivalent proceeds by the Borrower and who, pursuant to Article 26, paragraph 5-bis of Presidential Decree No. 600 of September 29, 1973, as amended and supplemented from time to time, is entitled, under the conditions set forth therein, to receive payments of interest or equivalent proceeds made by the Company pursuant to this Agreement without application of any Withholding Tax; or

(e)

Any person to whom an interest payment can be made without Withholding Tax imposed by Italian law.

Statutory Financial Statements means the financial statements of the Company certified by leading auditing firm, prepared in accordance with the Accounting Standards and duly approved by the competent bodies.

Consolidated Financial Statements means the consolidated financial statements of the Group for the year ended December 31 of each year of the term of the Financing, beginning with the year ended December 31, 2023, certified by a leading auditing firm, prepared in accordance with the Accounting Standards and duly approved by the competent bodies.

Breakage Costs means the difference, where having positive value, calculated by the Bank, between:

(a)

the interest (excluding the Margin) that would have been received by the Bank on the portion of the Financing subject to early repayment, calculated for the period between the date of such repayment and the maturity date of the Interest Period outstanding at the time of early repayment; and

(b)

the interest calculated on the portion of the Financing subject to early repayment that the Bank would receive by placing an amount equal to the amount of the prepayment on deposit with a leading institution in the interbank market for the period between the date of voluntary early repayment and the expiration date of the Interest Period in progress at the time of early repayment.

Change of Control means the circumstance in which the Reference Shareholders cease, at any time, to own, directly or indirectly, individually or jointly (1) an interest in the Company's share capital equal to at least 50.01% (fifty point zero one percent) or to the higher percentage, if any, required to control the ordinary and extraordinary shareholders' meetings of Alfasigma S.p.A. and (2) the right to appoint the majority of the members of the Company's board of directors, without prejudice in any case to the right of veto provided in favor of the "B Shareholders" (as defined pursuant to the Company's bylaws) as set forth in the Company's bylaws.

It is understood that the transfer of interests mortis causa in favor of relatives of the Leading Shareholders within the second degree in a straight line or within the third degree in a collateral line and/or transfers made between Leading Shareholders and their respective spouses and/or relatives within the second degree in a straight line or within the third degree in a collateral line will not constitute a Change of Control.

Cash and other readily liquid instruments means, at the consolidated level, cash, including positive bank account balances provided they are immediately free and available, and:

(a)

certificates of deposit maturing within the year following the relevant Calculation Date, issued by an Acceptable Bank;

(b)

investments in bonds issued or guaranteed by the government of the United States of America, the United Kingdom or a member state of the European Union, or their similarly rated government agencies or agencies, maturing within the year following the relevant Calculation Date, provided they are not convertible into other securities;

(c)

investment that can be liquidated in no more than thirty days in money or currency funds that have a minimum rating of A1+ from S&P or P1 from Moody's and that invest predominantly in securities with the characteristics set forth in paragraph (c) above;

(d)

assets under management mandate having the following characteristics:

Management characterized by a management risk measure represented by maximum VaR of 5% over a one-month time horizon and with a 99% confidence interval;

Management characterized by a Benchmark investment strategy, with the presence of securities representing risk capital, or otherwise convertible into risk capital, and units and/or shares of balanced, equity or flexible type UCIs, maximum 45% of the value of assets;

(e)

assets invested in 100% capital-protected Certificates issued by leading Italian banking institutions listed on the Italian Stock Exchange;

(f)

assets invested in Luxembourg OEIC or Mutual Funds, Bond, Balanced, Flexible or Multi-Asset, with a maximum SRRI (risk indicator from Kiid) of 3 (medium/low);

(g)

other securities approved by the Bank.

Code of the business crisis: means Legislative Decree No. 14 of January 12, 2019 (as amended and supplemented from time to time), containing the regulations of the "Code of the Business Crisis and Insolvency".

Current Account means current account 0480/02372215 held by the Company with the Bank, Aprilia branch, IBAN IT82T0538773920000002372215.

Agreement has the meaning given to that term in the Recital b).

Calculation Date means, as of December 31, 2023 (inclusive), December 31 of each year.

Disbursement Date means, in relation to a disbursement, the Business Day within the Availability Period on which the disbursement under the Financing is credited to the Current Account.

Maturity Date: means the final maturity date of the Financing, that is December 31, 2027.

Signing Date: means the Signing Date of the Agreement, that is July 28, 2023.

EBITDA means, at the consolidated level, without duplication of calculation:

(a)

the net result; plus

(b)

direct taxes, IRAP and any extraordinary losses; less

(c)

any extraordinary income and any revaluation; plus

(d)

any write-downs, Consolidated Net Financial Expenses, goodwill amortization, provisions for risks, allowances for doubtful accounts, other provisions, depreciation and amortization of tangible and intangible assets, and any effects resulting from the application of IAS 17 and related interpretative documents even if not provided for in GAAP and inferable from the Company's consolidated financial statements.

Euribor: denotes, the Euro lnterbank Offered Rate, at 6 (six) months, (act/360), as measured by currency in the market for Euro-denominated interbank term deposits at 11:00 a.m. Central European Time by the Euribor Panel Steering Committee) the first time the date of the first disbursement and thereafter the day of the beginning of each Interest Period and disseminated on the Reuters circuit currently on the ASSIOMFOREX 09 page, or the page that should replace it, as well as daily published in "Il Sole 24 Ore". If the Euribor rate is not recorded, reference will be made to the quotation of the immediately preceding day.

It is understood that, (i) for so long as the Company has not entered into non-speculative derivative transactions with the Bank to hedge the Financing, in the event that the value of Euribor should be less than 0 (zero) on a record date useful for determining the interest rate applicable to the Financing, the value of Euribor during the relevant Interest Period shall conventionally be 0 (zero); and (ii) in the event that the Company enters into non-speculative derivative transactions with the Bank to hedge the Financing, in the event that the Euribor should be less than 0 (zero) on a recognition date useful for the purposes of determining the interest rate applicable to the Financing the value of the Euribor during the relevant Interest Period shall conventionally be equal to the value actually available on such date, even if negative, and, therefore, may be less than 0 (zero), it being understood, however, that in the event that the interest calculated in accordance with the provisions of this Agreement, inclusive of Euribor and Margin, should be less than 0 (zero) on a date of detection useful for the purposes of determining the interest rate applicable to the Financing, the value of the interest rate applicable during the relevant Interest Period shall be conventionally equal to 0 (zero).

Material Adverse Effect: means the consequences of any event that has occurred that may significantly impair:

(a)

the financial, economic, financial, or operational position of the Company as compared with that in the latest approved Statutory Financial Statements and Consolidated Financial Statements; or

(b)

the Company's ability to regularly fulfill its payment obligations under this Agreement.

Financing means the Financing of Euro 100,000,000.00 (one hundred million/00), with a duration of approximately 54 (fifty-four) months that the Bank undertakes to grant to the Company on the terms and conditions set forth in the Agreement.

Business Day: means a day, other than a Saturday and a Sunday, on which banks are open to the public in the Milan square for the conduct of their normal business and the international TARGET2 (Trans European Automated Real Time Gross Express Transfer 2) system for the settlement of Euro payments is operating.

Group: means the Company and its subsidiaries pursuant to Article 2359 of the Civil Code, directly and indirectly, consolidated on a line-by-line and/or proportional basis.

Margin: means 1.05 percentage points per year.

Equity means:

(a)

Share capital and available reserves;

(b)

Shareholder loans, provided they are fully subordinated and postponed, in principal, interest and any other amount due under any title, to the Financing on terms and conditions satisfactory to the Bank; and

(c)

non-repayable, capital and future capital increase payments provided that, in each case, they are not repayable to shareholders.

Shareholders' Equity or (SE) has the meaning given to the item "equity" by Article 2424 (Contents of the Balance Sheet) of the Civil Code, to be calculated at the consolidated level and in light of accounting standard OIC 28.

Period of Availability: means the period between the Subscription Date and June 30, 2024 during which the Company may make Requests for Disbursement.

Interest Period: means each of the time periods with respect to which interest on the Financing accrues and is calculated in accordance with the provisions of Article 5 (Interests) of the Agreement. Each Interest Period will run for six months, except for the first Interest Period, which will run from the Signing Date and expire on 12/31/2023, ending on June 30 and December 31 of each year of the term of the Financing.

Pre-Amortization Period means the period starting from the Signing Date expiring on 06/30/2024, during which the Company is obliged to pay only the interest accruals at the maturity of each Interest Period.

Financial Position: means, for each reporting period, at the consolidated group level, any debt related to:

(a)

financing and loans of any kind made in any technical form;

(b)

bonds and notes issued in any form and similar instruments;

(c)

 finance lease contracts;

(d)

assignments of receivables and discounting transactions, except for assignments of receivables without recourse with factoring companies in accordance with Accounting Standard 15 ("Accounts Receivable") of the National Council of Accountants and the National Council of Accountants, as amended by the OIC (Organismo Italiano di Contabilità); and

(e)

the deferred payment to more than 180 (one hundred and eighty) days of the purchase price of any goods or services.

Net Financial Position (NFP): means, at the consolidated level, at any point in time the Financial Position minus Cash and other readily liquid instruments.

Accounting Standards: means (i) the set of rules governing the preparation of statutory and consolidated financial statements in force in Italy; or, if applied and/or mandatory, (ii) I.A.S. accounting standards. (International Accounting Standard) or I.F.R.S. (lnternational Financial Reporting Standards) and related interpretations (SIC/IFRIC) prepared by the "lnternational Accounting Standard Board" and adopted in accordance with the procedure set forth in Article 6 of the European Parliament and Council Regulation No. 1606/2002 of July 19, 2002.

Disbursement Request means the irrevocable written request to be delivered by the Company to the Bank, substantially in accordance with the template attached as Letter A (Disbursement Request) to the Agreement, to request each of the disbursements of the Financing.

"Withholding Tax": means any withholding, deduction, tax credit or retention outright or on account in respect of a Fee or other payment to governmental or other public authority, imposed by the law of any jurisdiction, other than a FATCA Withholding.

Reference Partners jointly means:

(a)

Mr. Stefano Golinelli, born in Bologna on 05/16/1945, residing in Bologna - Via della Zecca, 1, tax code GLNSFN45E16A944H;

(b)

Mr. Andrea Golinelli, born in Bologna on 08/31/1949, residing in Bologna - Via Galliera, 8, tax code GLNNDR49M31A944A.

Tax means without limitation, any tax, duty, stamp duty, registration tax, withholding tax, fee or charge of any kind, present and future, however denominated (including, without limitation, related surcharges, supplements, sanctions, interest on arrears or penalties relating thereto).

1.3          Interpretation

(a)

Where the context requires it, terms defined and capitalized in the singular will include plurals and vice versa and masculine terms will refer to feminine terms and vice versa.

(b)

References to an Article or an Exhibits are to an Article or Exhibit of the Agreement.

GRANT OF THE FINANCING, METHODS OF USE - DISCIPLINE OF DISBURSEMENTS

2.1           Granting of the Financing

The Bank grants to the Company, which accepts, the Financing in the maximum total amount of Euro 100,000,000.00 (one hundred million/00) with a term until the Final Maturity Date.

2.2           Methods of use

(a)

The Company may apply to the Bank, during the Availability Period, even in several times for the disbursement of the Financing, subject to the submission of the relevant Disbursement Request, which must be received by the Bank no later than 12 pm on the third Business Day prior to the Disbursement Date provided that, on the occasion of each Disbursement Request:

(i)

the statements in Article 3 (Company's Representations and Warranty) are true;

(ii)

none of the conditions for termination, withdrawal or forfeiture of the term set forth in Article 11 (Forfeiture of the Benefit of the Term and Termination of the Agreement) has occurred or is pending.

(b)

It is understood that after the Availability Period has elapsed, the undisbursed amount will no longer be available to the Company and will be automatically cancelled; consequently in relation to it, there will be no corresponding obligation of the Bank to disburse under the Agreement.

2.3           Discipline of disbursements - Request for Disbursement

(a)            Each disbursement:

(i)

must have as its object amounts of at least Euro 5,000,000.00 (five million/00);

(ii)

may take place only after the Company has sent to the Bank during the Financing Availability Period, the relevant Request for Disbursement, which must contain:

(1)            an indication of the amount to be disbursed; and

(2)            the relevant Disbursement Date;

(iii)

will be disbursed by the Bank by crediting the Current Account.

(b)

For each partial disbursement, the Company agrees as of now to sign - through the exchange of business correspondence - the relevant receipts in accordance with the model set forth in Exhibit B (Receipt) of the principal amount actually disbursed to be reimbursed in the terms better specified below.

3.            REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company, in stating the following, warrants, assuming responsibility for it, that the contents of this clause are perfectly true and are to be understood repeated and reiterated, except where a statement refers to a specific date, to the date each Request for Disbursement is sent, to each Disbursement Date to each interest payment date, to each repayment date (including early repayment) of principal and throughout the term of the Financing until the repayment of the latter in full and to the Final Maturity Date:

(i)

the Company is a legal person validly constituted and operating in accordance with current regulations, is in the full and free exercise of its rights, has full ownership of its assets and has the capacity to be a party to legal relations not being in a state of insolvency, liquidation, bankruptcy, arrangement with creditors or extraordinary administration, subject to crisis and insolvency regulation instruments referred to in the Code of the Business Crisis or other procedure similar and having similar effects, nor are such procedures reasonably foreseeable or threatened at present;

(ii)

the Company is fully entitled to validly enter into and execute the Agreement as well as to assume the obligations arising therefrom, which shall be construed as legitimate, valid, binding and effective in accordance with the respective terms and conditions as well as enforceable against it in accordance with applicable law;

(iii)

the Company confirms that it has obtained all authorizations, concessions, permits, licenses and measures of the authorities necessary for the conduct of its business as carried on up to the Signing Date and that such authorizations, concessions, permits, licenses and measures are in force, nor is the Company aware, at the time of the conclusion of the Agreement, of any act or fact which would cause the revocation or loss for any reason of the above authorizations, concessions, permits, licenses and measures such as to produce a Material Adverse Effect;

(iv)

the Company has not breached or defaulted on any other contract to which it is a party, or binding on it or its property or assets from which a Material Adverse Effect may result;

(v)

the Company declares that no lawsuit, arbitration, or administrative proceeding, the unfavorable outcome of which could reasonably be expected to result in a Material Adverse Effect, is pending or has been threatened against it in writing;

(vi)

the conclusion and execution of the Agreement and the documents related thereto do not violate and do not exceed the powers conferred on the Company by laws or regulations in force in Italy, by ordinances or decrees, by the Memorandum of Association and by the Articles of Association, nor do they result in the violation of, to the best of the Company's knowledge, the rights of third parties or cause the breach of any other contract, agreement or commitment however assumed and binding on the Company;

(vii)

there has been no Material Adverse Effect since the date of the Company's last approved Statutory Financial Statements and Consolidated Financial Statements;

(viii)

neither the Company nor, to the best of the Company's knowledge, any other natural or legal person has formally applied to the relevant competent bodies for the Company's admission to the procedures for liquidation, extraordinary administration, arrangement with creditors, bankruptcy, subject to crisis and insolvency regulation instruments set forth in the Code of the Business Crisis or other procedure that is comparable and has similar effects;

(ix)

there are, to the best of the Company's knowledge, no situations that could legitimize the Bank's exercise of the powers set forth in Article 11 (Forfeiture of the benefit of the term and termination of this Agreement);

(x)

there are no shareholder loans granted to the Company and/or bonds issued by the Company that are not subordinated to this Financing;

(xi)

the Company has punctually and regularly filed tax returns as well as paid to the extent due all taxes or levies owed by it that are applicable except, exclusively, for those that are disputed in good faith by the Company as taxpayer and for which adequate provisions have been set aside in the financial statements;

(xii)

the Company has taken out and validly has in place adequate insurance policies to cover the risks normally associated with its activities and the assets, personnel, and any other resources used in connection with those activities. All premiums for the aforementioned insurance policies have been duly paid on their due dates, and the same are effective and binding on the respective parties.

The statements indicated in paragraphs (i) to (xii) above are made by the Company in the knowledge that the Bank fully relies on them.

4.            INTEREST

4.1          Calculation of interest

Subject to the provisions of Articles 7 (Early Repayment of the Financing) and 12 (Compensatory Amount in the Event of Changes in the Treatment of Interbank Deposits and/or Changes in the Law) below, interest applied to the Financing shall be calculated at the annual nominal rate determined as Euribor plus Margin.

Interest will be calculated for the number of days actually elapsed based on a 360-day year.

4.2           Interest Payment and Additional Amount

Payment of interest shall be made in arrears on the due date of each Interest Period, with value date equal to the due date of the Interest Period itself, by debiting the Current Account.

The Company shall make all payments with respect to any amount of interest due under the Agreement without the application of any Tax Withholding, except for Tax Withholding required by law.

If either party becomes aware that the Company is required to make a Withholding Tax, it will promptly notify the other party.

In the event that the application of a Withholding Tax is required by law, the amount of the payment due from the Company shall be increased by an amount (the Additional Amount) such that the amount received by the Bank (net of the Withholding Tax, including any Withholding Tax due on the Additional Amount) is equal to the amount the Bank would have received in the absence of the Withholding Tax.

Notwithstanding the foregoing, no Additional Amount shall be payable by the Borrower in respect of any Withholding Tax applicable on payments due under this Agreement if, on the date on which the payment is due, the Bank:

(i)

Is not or has ceased to be a Qualified Bank for reasons other than a change in law, or

(ii)

while identifying itself as a Qualified Bank within the meaning of subparagraphs (c) and (d) of the definition of "Qualified Bank" in Article 1.2 (Definitions) above of this Agreement, has failed to timely provide the Company with the documentation and/or information requested by the Company as set forth in the following subparagraphs of this Article.

In the event that the application of a Withholding Tax is required by law, the Company will pay it within the terms of the law, including the amount of the Withholding Tax on any Additional Amount paid.

Within 30 (thirty) days following the application of the Withholding Tax or the payment made in connection with the Withholding Tax, the Company will deliver to the Bank the documentation proving that the Withholding Tax has been withheld or, if applicable, that the payment has been made to the competent tax authorities.

Each party that identifies itself as a Qualified Bank under subparagraphs (c) or (d) of the definition of "Qualified Bank" set forth in clause 1 above. 2 (Definitions) of this Agreement, agrees to cooperate and promptly provide to the Company, upon its request, any and all certifications, documents, including where applicable, the Affidavit, the Declaration of Exemption (prepared in accordance with the template set forth in Exhibit E (Declaration of Exemption) and/or information necessary for the Company to be able to make said payments without application of any Withholding Tax.

4.3           Tax Credits

In this Article 4 (Interest), "Tax Credit" means an accrued credit or tax relief against the payment of a Tax (i.e., refund thereof).

In the event that the Company has made a Payment of the Additional Amount and the Bank determines in good faith that:

(i)            the payment of the Additional Amount resulted in a Tax Credit; and

(ii)           the Bank used this Tax Credit,

the Bank shall pay to the Company an amount equal to the amount of the actual benefit that has accrued to the Bank from the use of the Tax Credit, so that after paying such amount to the Company, the Bank is in the same situation as it would have been in the absence of the circumstances that gave rise to the payment of the Additional Amount.

While acting reasonably, the Bank will not be under any obligation to apply for a Tax Credit, nor will it be under any obligation to provide the Company with any information regarding its tax status and calculations related to the same.

4.4            Value added tax

All amounts due from the Company under this Agreement (including amounts due for indemnification or reimbursement) shall be after deduction of any Value Added Tax (or other Fees of a similar nature) that may be applicable to the same. If such Fees should be applicable, the Company will be required to simultaneously pay to the Bank, in addition to the amount owed by it, the amount of such Fees.

The Financing transaction referred to in this Agreement constitutes a transaction falling within the scope of VAT as an exempt transaction, pursuant to Articles 3 and 10, Paragraph 1, No. 1 of Presidential Decree. October 26, 1972, No. 633 (VAT Decree).

4.5            Fee for non-use of funds

On the unused amounts, a fee of five (5) basis points per year (0.05% (zero point zero five percent per year) shall be payable by the Company to the Bank until the end of the Financing Availability Period. The amount of the fee shall be calculated on the amount of the Financing not yet disbursed daily, as of the second Business Day following the Signing Date, for the actual number of days based on the business year; such fee shall be payable, if due, in arrears, on the fifth Business Day following the expiration of each calendar half-year, commencing on the date of and, lastly, on the date of expiration of the Availability Period by debiting the Current Account. To this end, the Company hereby authorizes the Bank to debit the Current Account from time to time in accordance with this clause.

4.6            Absence of listing

The Company and the Bank agree that if during the course of the Financing, for reasons beyond the Bank's control, the Euribor reference index becomes unavailable or undergoes changes (by way of example, due to methodological changes in the manner of its calculation) such as to cause it to (i) permanently cease to be published and/or (ii) temporarily become unavailable and/or (iii) become unrepresentative with respect to the reference market, all detectable from events made public by the supervisory authority of the reference rate administrator or by the administrator itself, or otherwise publicly detectable the reference index will be replaced, throughout the period of the absence of quotation, with another reference index identified by law, or identified/recommended by EU/national authorities/bodies/institutions as an appropriate successor to Euribor, or again, in the absence of the aforementioned indications/recommendations with another reference rate from among those available on the market, consistent with the provisions of Regulation (EU) 2016/1011 (EU Benchmark Regulation, as amended by Regulation (EU) 2021/168) and the legislation from time to time in force generally accepted on the markets (international and domestic) as an appropriate successor to Euribor.

The aforementioned substitution will also be made if the reference index becomes illegal for any reason on the basis of the regulations applicable to this Agreement, or if its use is prohibited under legal regulations applicable to the Bank and/or the Company.

The Bank will provide the Company with adequate notice of the new reference index to be adopted in accordance with the provisions of the preceding paragraph by sending a notice in compliance with the regulations in force from time to time.

The Company and the Bank hereby agree that, pending the identification of an alternative reference index, unless otherwise specified by law or authority, the last available and published value of the reference index that has become unavailable or unrepresentative will remain in effect, and the measure of the rate or condition will become fixed for that period.

In all other cases of changes in the methodology for calculating the reference index, the interest rate will continue to be determined on the basis of the same reference index as it is produced and made available in the market from time to time.

5.             DEFAULT INTERESTS

(a)

In case of delay in the payment of any amount due in connection with the Financing, as well as in the cases referred to in Article 11 (Forfeiture of the benefit of the term and termination of the Agreement), the total amount due by the Company and not paid will generate default interest equal to 2.00 (two/00) percentage points above the interest rate applicable at the time of default, calculated on the basis of a year of 365 (three hundred sixty-five) days for the actual number of days elapsed.

(b)

Default interest shall commence as of right from the date of default, until the actual settlement, without the need for any intimation or notice of default, but only for the expiration of the term for the payment not made, without prejudice in any case to the Bank's right to consider this Agreement terminated for default of the Company, as provided in Article 11 (Forfeiture of the benefit of the term and termination of the Agreement) and to obtain full repayment of the remaining amounts due for principal, interest and any accessories.

(c)

It is expressly understood that periodic capitalization is not allowed on interest.

6.             REPAYMENT

Once the Pre-Amortization Period has expired, subject to the provisions of Articles 7 (Early Repayment of the Financing) and 11 (Forfeiture of the Benefit of the Term and Termination of the Agreement), the Company undertakes to repay the amount disbursed on the Financing in 42 months, by payment to the Bank of 7 semi-annual installments, due on June 30 and December 31 of each year, the first time on 12/31/2024 and the last time on 12/31/2027, in which is included the portion of principal as set forth in the repayment schedule detailed in Exhibit D (Repayment Schedule) to the Agreement and deferred interest as determined in Article 4.1. (Calculation of interests) above. The Company acknowledges that as a result of changes in the interest rate applied, necessary adjustments will be made to the interest portion of individual installments.

7.             EARLY REPAYMENT OF THE FINANCING

7.1          Voluntary early repayment

(a)

The Company may repay in advance all or part of the Financing without payment of any penalty or any additional cost or expense to the Company, provided that:

(i)

submit irrevocable written request to the Bank, including by e-mail, at least 3 (three) Business Days' notice prior to the date set for early redemption;

(ii)

no Material Event is pending, with the understanding that the Bank may decide to accept voluntary early redemption even if one or more of the Material Events is pending;

(iii)

pay Breakage Costs if the early redemption does not coincide with the maturity date of an Interest Period.

(b)

In the event of early repayment of the Financing, the Company shall pay to the Bank the principal amount and, in the event of full repayment of the Financing, the interest accrued from the date of the last installment even of interest only paid, in each case without any additional charges, expenses or fees to be borne by the Company, subject to the provisions of subparagraph (a) item (iii) above.

(c)

Any notice of early redemption sent to the Bank shall be irrevocable and, unless otherwise agreed by the Parties, the Company shall be required to redeem early in accordance with such notice.

(d)

Amounts repaid will not be reusable and the total amount of the Financing will be reduced by the amount corresponding to the amount of early repayment.

(e)

Any partial repayment will have the effect of varying the amount of subsequent installments, subject to the number of them originally agreed upon, unless otherwise agreed between the Bank and the Company.

7.2           Mandatory early repayment

7.2.1       Illegality

The Company shall be obligated to repay the Financing in advance and in full, within 15 (fifteen) Business Days from the receipt of written notice from the Bank, if as a result of legislative changes or adoption of measures by competent authorities occurring after the Signing Date, it becomes unlawful to perform the obligations under this Agreement or such obligations cease to be valid and effective against the Company or it becomes unlawful for the Bank to maintain the Financing.

7.2.2

Change of Control

If a Change of Control occurs, the Company, upon becoming aware of such an event, shall promptly notify the Bank.

Upon the occurrence of the Change of Control event, the Company will be required to repay the Financing in advance and in full within 7 (seven) Business Days of the occurrence of the Change of Control event.

8.            OBLIGATIONS

The Company undertakes throughout the term of the Financing and until the total and unconditional settlement of the Bank's claims against it to:

(i)

send to the Bank, both in electronic format and, if required in written form by the Bank in hard copy, its Annual Statutory Financial Statements and Consolidated Financial Statements including the balance sheet, income statement and notes thereto, together with the reports of the Board of Directors and the Board of Statutory Auditors and the certification reports of the independent auditors, the statement containing the result of the financial parameters set forth in the Exhibit C (Certificate of Compliance), within 180 (one hundred eighty) days after the end of each fiscal year;

(ii)

promptly deliver to the Bank, copies of all documents delivered by the Company to the generality of its creditors (or categories of creditors);

(iii)

promptly remit to the Bank, information and documentation requested in writing by the Bank for the purpose of compliance with Law No. 231/2001 and/or anti-money laundering regulations(know your customer);

(iv)

deliver promptly to the Bank, upon its written request, an updated list of its subsidiaries from time to time;

(v)

notify the Bank of any changes in corporate form, changes in share capital, issuance of bonds, as well as facts that may be such as to result in a Material Adverse Effect;

(vi)

promptly notify the Bank of any occurrence of a Change of Control;

(vii)

immediately notify the Bank of any administrative, tax, or other judicial arbitration proceedings instituted against the Company that may reasonably be expected to have an unfavorable outcome and that in such case are likely to result in a Material Adverse Effect;

(viii)

disclose to the Bank, in advance or substantially in the same context of its assumption, all resolutions concerning transactions involving the acquisition of shareholdings, companies or business units, in whatever form carried out, and acts of disposition of its assets and rights amounting to more than Euro 10,000,000.00 in aggregate during each fiscal year, with the exception, respectively, of transactions involving the acquisition of shareholdings and acts of disposition of assets and rights that are related to the Group's industrial activity for which the disclosure obligation will not exist;

(ix)

not to proceed, without the Bank's prior favorable opinion, which will not be unreasonably withheld, to:

(1)

changes to the articles of incorporation and/or memorandum of association, such as to substantially change its corporate purpose and activities from those set forth in the articles of incorporation as of the Signing Date;

(2)

establishment of assets earmarked for a specific business under Article 2447- bis and ff. of the Civil Code;

(3)

taking out loans intended for a specific business in accordance with Article2447-decies of the Civil Code;

(4)

extraordinary finance transactions such as, but not limited to: mergers, transformations, corporate demergers, sale of business units, spin-offs or purchase of treasury shares if the performance of such transactions could reasonably be expected to cause a Material Adverse Effect; the transaction of purchase of treasury shares shall in any case be understood to be permitted for a maximum amount not exceeding the amount provided for from time to time in the Company's bylaws; it is in any case understood, for the sake of mere clarity, that the purchase of any shareholding by the Company, which is pertinent to the industrial activity of the Group, shall be understood to be expressly permitted by this Agreement, thus not causing any breach of the provisions of this Agreement or an event from which, pursuant to Article 11 (Forfeiture of Benefit of Term and Termination of the Agreement), the benefit of any term set forth in this Agreement or the termination of this Agreement may result;

(x)

promptly notify the Bank of the occurrence of any event referred to in Article 11 (Forfeiture of the benefit of the term and termination of the Agreement);

(xi)

not proceed for amounts exceeding Euro 30,000,000.00 in the aggregate during each fiscal year:

(1)

to the establishment of collateral guarantees on its assets for any reason in favor of third parties except (a) for those executed by the Company in the ordinary course of the Company's ordinary business and/or (b) for those required by Italian or foreign courts and issued in favor of the latter (for the sake of clarity, the guarantees referred to in (a) and (b), will not fall under the threshold of Euro 30,000,000.00 and may be freely established by the Company, without limitation of amount);

(2)

the granting of loans to third parties except for those granted to companies belonging to the Group (the latter, for the sake of clarity only, will not fall under the threshold of Euro 30,000,000.00 and may be granted freely by the Company to companies belonging to the Group, with no limit on the amount);

(3)

to the issuance of sureties or other personal guarantees for the benefit of third parties except (a) those aimed at guaranteeing obligations, including those claimed by third parties vis-à-vis companies belonging to the Group and/or (b) those required by Italian or foreign courts and issued in favor of the latter and/or (c) those issued by the Company as part of its ordinary business activities (for the sake of clarity only, the sureties or other personal guarantees referred to in (a) (b) and (c), shall not fall within the threshold of Euro 30.000.000.00 and may be freely issued by the Company, with no limit on the amount);

(xii)

ensure that any Financing provided by its shareholders (or their subsidiaries or affiliates) is conditional (for principal and interest) on full repayment of the Financing;

(xiii)

to ensure that no payment obligation under the Agreement is endorsed or subordinated to any other present or future payment obligation incurred by the Company to other creditors, subject only to liens arising directly from law;

(xiv)

maintain throughout the duration of the Financing insurance coverage on all movable and immovable property owned according to market standards for companies similar to the same Company;

(xv)

maintain tax residence in Italy;

(xvi)

to preserve the validity of its intellectual and industrial property (e.g., trademarks, patents, copyrights) as well as to take any necessary or reasonably appropriate action to protect it from any unauthorized enjoyment or use, to the extent necessary to avoid a Material Adverse Effect;

(xvii)

to pay in due time all taxes, fees, social security contributions and charges applicable to it, including any administrative and/or criminal penalties except, exclusively, for those that are disputed in good faith by the Company as taxpayer and for which adequate provisions have been set aside in the budget.

9.             Financial obligations

(a)

The Company undertakes that, throughout the term of the Agreement and until all the Bank's claims against the Company are satisfied in full, its economic, financial and equity conditions will be such as to ensure compliance with the following financial obligations calculated by reference to the Consolidated Financial Statements, which, as of the approved December 31, 2023, shall be less than or equal to the thresholds indicated below:

-      NFP/ EBITDA < 2.5; and

-      NFP/SE < 2.0.

(b)

Without prejudice to the provisions of paragraph (c) below, failure to comply with even one of the aforementioned obligations entitles the Bank to terminate the Agreement with the consequences set forth in Article 11.2 (Termination of the Agrement) of the Agreement. Therefore, the Company undertakes to send to the Bank together with the Consolidated Financial Statements, a statement containing the result of the above financial parameters, the content of which is identical to the one attached under letter D to the Agreement and the verification of which may be carried out by the Bank.

(c)

A breach of the commitments set forth in paragraph (a) or (b) of this Article 9 (Financial Obligations) may be remedied, at any time, by the payment of Equity to the Company within 30 (thirty) Business Days from the delivery to the Bank of the statement set forth in the Exhibit C (Certificate of Compliance), showing such breach, in an amount at least sufficient to permit, by adjusting the value thereof, compliance with the breached financial obligation.

10.           NON-DEFERRABLE OBLIGATIONS OF THE COMPANY

The obligation of the Company to pay on the due dates the sums due by way of repayment of principal and interest or otherwise and the performance of the other obligations under the Agreement shall in no way and under no circumstances be suspended or delayed even in the event of any dispute, including in court, which may be raised by the Company or may otherwise arise between the parties, without prejudice to the right of the Company to raise any objection once the payments due have been made. The Company also waives its rights of retention or set-off against the Bank, unless otherwise agreed with them.

11.

FORFEITURE OF THE BENEFIT OF THE TERM AND TERMINATION OF THE AGREEMENT

11.1        Forfeiture of the benefit of the term

(a)

It is expressly agreed that the occurrence of any of the events set forth in Article 1186 of the Civil Code shall constitute grounds for forfeiture of the benefit of any term stipulated in the Agrement, as well as in the following cases:

(i)

the initiation of negotiations for an arrangement with creditors, a rehabilitation plan under Article 67 of R.D (Royal Decree) 16.3.1942, no. 267 and/or restructuring agreements under Article 182-bis or Article 182-septies of R.D. 16.3.1942, No. 267, submission to similar crisis and insolvency regulation instruments set forth in the Code of the Business Crisis, an assignment of assets to creditors or similar arrangements with its creditors by the Company;

(ii)

convening a meeting to resolve to put the Company into liquidation or to approve such a resolution;

(iii)

the submission or notification by a person of an application for admission to an insolvency proceeding of the Company;

(iv)

the issuance of an order of admission to bankruptcy or liquidation proceedings against the Company or the subjection to similar crisis and insolvency regulation instruments set forth in the Code of the Business Crisis;

(v)

the initiation in a jurisdiction of procedures similar to those mentioned above in paragraphs (i) to (iv) against the Company;

(vi)

the raising of protests in amounts exceeding Euro 500,000.00 (five hundred thousand);

(vii)

the institution of precautionary procedures and/or movable and real estate executions against the Company for amounts that, individually considered, exceed Euro 25,000,000.00 (twenty five million/00) and in aggregate during each fiscal year, Euro 50,000,000.00 (fifty million/00) that may result in a Material Adverse Effect;

(viii)

the issuance of injunctions for amounts that, individually considered, exceed Euro 25,000,000.00 (twenty five million/00) and in aggregate during each fiscal year, Euro 50,000,000.00 (fifty million/00) that may result in a Material Adverse Effect;

(ix)

the Company suspends, discontinues, or threatens to suspend or discontinue, or materially changes its business if such suspension, discontinuation, threatened suspension or discontinuation, or substantial change in business would cause a Material Adverse Effect;

(x)

failure of the Company to meet its obligations under any financial indebtedness, including as a guarantor, of the Company.

(b)

Items (i) through (v) in (a) above shall not apply to the filing of a petition for bankruptcy or insolvency proceeding or liquidation of the Company by a creditor, if (i) the petition is contested in good faith and with due diligence, (ii) the company concerned proves to the Bank that the petition is manifestly unfounded, and (iii) the petition is discharged within forty-five (45) Business Days of its filing.

(c)

Upon the occurrence of even one of the situations or assumptions referred to in letter (a) above, the Bank shall be entitled to declare ipso jure the Company to have forfeited the benefit of the term and to terminate this Agreement in accordance with the provisions of Article 1454 of the Civil Code, without any judicial pronouncement or to revoke the Financing, by simply notifying the Company by registered letter with return receipt.

In the aforementioned cases of forfeiture, the Bank shall have the right to demand, including by way of enforcement, without any deferment, the repayment of the entire claim for interest, including interest on arrears, accessories all and principal, against the Company, within 5 (five) Business Days from the receipt by the Company of the notice to the Company by registered letter with return receipt referred to in the preceding paragraph.

If the Company is declared terminated, the Company will also be required to pay what is reasonably required and documented by the Bank to hold the Bank harmless from damages and costs arising from the early termination.

11.2        Termination of the Agreement

(a)            It is expressly agreed that the Agreement will be terminated as of right, pursuant to Article 1456 of the Civil Code, in case of:

(i)

failure of the Company to make full and timely payment of any amount due under the Agreement, except where such failure is due to purely technical reasons and is made by the third Business Day after the due date;

(ii)

failure of the Company to perform in full and on time any of its obligations under Article 8 (Obligations), unless the Company - where possible due to the nature of the obligations - has remedied them within 15 (fifteen) Business Days after the date of written notice from the Bank;

(iii)

failure to meet the financial obligations set forth in Article 9 (Financial Obligations);

(iv)

untruthfulness in any material aspect of any of the statements made or repeated by the Company in the Agreement or in any document delivered by or on behalf of the Group Companies under the Agreement, unless the factual situation can be changed so as to remedy the untruthfulness and this is done within 20 (twenty) Business Days from the earlier of the Bank's notice of the untruthfulness and the date on which the Group Company becomes aware of the untruthfulness.

(b)

Termination of the Agreement will occur as of right on the date on which the Bank notifies the Company, by registered letter with return receipt, that it intends to make use of this express termination clause.

In the aforesaid cases of termination, the Bank shall be entitled to demand without any deferment of time the repayment of the entire claim for interest, including interest on arrears, accessories all and principal, against the Company together with the interest on arrears referred to in Article 5 (Default interests), if accrued on the same, as well as any other sum otherwise due to the Bank under the Agreement within 5 (five) Business Days from the receipt by the Company of the notice to the Company by registered letter with return receipt referred to in the preceding paragraph.

12.

COMPENSATORY AMOUNT IN THE EVENT OF CHANGES IN THE TREATMENT OF INTERBANK DEPOSITS AND/OR CHANGES IN THE LAW

If, as a result of new interpretations of the provisions currently in force by the competent authorities, including administrative authorities, or as a result of the amendment of the provisions in force or the introduction of new legal regulations or administrative provisions, the current treatment of interbank deposits from the point of view of reserve requirements, tax treatment or other point of view is changed, with the consequence that:

(i)

the total cost of interbank deposits for the Bank was higher than the EURO market rate (EURIBOR); or

(ii)

additional costs were imposed on the Bank in connection with the maintenance of the Financing; or

(iii)

were decreased the amounts received by it in any capacity,

the Bank shall notify the Company, which as of now undertakes to pay, at the request of the Company, an amount equal to the amount of such increased costs as shall be ascertained, communicated and documented to the Company by the Bank as of the thirtieth day following the receipt of the aforesaid notice and until the termination of the Agreement, or - if earlier - until the conditions that determined such increased cost continue to exist.

Alternatively, the Company shall have the right to terminate the Agreement, with notice of not less than 15 (fifteen) days, to be communicated to the Bank, repaying the outstanding Financing and interest accrued at the expiration of the notice period, on the terms previously in effect.

13.          PAYMENTS

13.1        Attribution of payments

Unless otherwise determined by the Bank, any payment made by the Company or third parties shall be charged first to reimbursement of expenses of any kind, including judicial expenses including those that cannot be recovered, to payment of accessories and interest, and for the remainder to principal.

13.2        Manner of payment

(a)

The Company and the Bank agree that, should the repayment of the Financing be made by SEPA Direct Debit, this contractual documentation constitutes for all purposes suitable notice, in accordance with the relevant SEPA Rulebook in effect from time to time, for the purpose of direct debiting of all amounts relating to the Financing.

(b)

The Company expressly authorizes the debiting of the Current Account, in which the necessary provision of the sums due as payment under the Agreement shall be established in a timely manner.

14.          PAYMENTS FROM GUARANTORS OR THIRD PARTIES

The Bank shall have the right to reject payments of individual repayment installments, interest installments, or otherwise partial payments offered by any guarantors, or by third parties in their own name, if such persons, at the time of their payment, do not declare in writing their commitment not to exercise their right of subrogation or recourse against the Company until every claim of the Bank dependent on the Financing has been fully satisfied.

15.          VALUE AS EVIDENCE OF ACCOUNTING RECORDS

Without prejudice to the provisions of Article 1832 of the Civil Code, for the purposes of determining the Bank's claim, the books and records of the Bank, unless manifest error, shall be full evidence in all places and for all purposes, at all times, and so also in the event of forfeiture of the benefit of the term and termination of the Agreement.

16.          ASSIGNMENT AND PLEDGING

(a)

In accordance with the provisions of Article 1260 of the Civil Code, the Bank shall have the right to assign all or part of the Financing by means of assignment of receivables (including as part of credit securitizations) or assignment of the Agreement to other credit and/or financial institutions, subject to the obligation to give written notice to the Company. Simply notifying the Company of the transfer of the claim is equivalent to notification for the purposes of Article 1264 of the Civil Code.

(b)

Without prejudice to the provisions of letter (a) above, the Bank reserves the right to use the receivables arising from the Financing as a "non-negotiable asset" to be pledged as collateral in favor of the Bank of Italy and/or the European Central Bank for refinancing operations disbursed by the latter under the "Abaco" procedure (Collateralized banking assets), as governed by the rules governing the "Eurosystem Monetary Policy Instruments" in force from time to time. In such an eventuality, the Bank will have no reporting obligation to the Company. It is understood that such use of credits: (i) will not release the Bank from its obligations under the Agreement, and (ii) will not result in the payment by the Company of any amount and/or the granting of rights greater than those provided in favor of the Bank under the Agreement.

(c)

It is expressly understood that under no circumstances may the Company assign all or part of the Agreement and/or the rights and obligations thereunder.

17.          CONTINUING LIABILITY

All obligations assumed by the Company shall be deemed to be jointly and indivisibly binding also on each of their successors and assigns, including in a particular capacity.

18.          CHANGES TO THE AGREEMENT

All changes to the terms and conditions of the Agreement shall be in writing, with a deed signed by persons having the necessary powers of representation of the parties.

Therefore, any tolerance, even repeated tolerance, of non-fulfillment or delayed fulfillment of contractual obligations can in no way be interpreted as tacit abrogation of the covenants that provide for them.

19.          CONSENT TO DATA PROCESSING AND COMMUNICATION

The Company acknowledges the information received from the Bank pursuant to Leg. Decree June 30, 2003 No. 196 and gives its consent to the processing of data in connection with the Financing as well as to the communication of the data that the Bank will make to the Central Risks Bureau, the Central Balance Sheet, companies for data processing and storage and, if necessary, in case of default, to debt collection companies.

The Company also allows, in case of assignment of the claim by the Bank under Article 16 (Assignment and Pledging), the disclosure of its data to the assignee. The Bank may bring to the attention of any person potentially interested in becoming an assignee under Article 16 (Assignment and Pledging), such information regarding the Company as the Bank deems appropriate.

20.          CONDITIONS AND EXPENSES

The following expenses are borne by the Company:

a)            Up-front commission: Euro 130,000.00= (one hundred and thirty thousand.00), to be paid to the Bank as follows:

for a portion equal to 40% (forty percent) of the total up-front commission due (i.e., Euro 52,000.00 (fifty-two thousand/00 euro),) as of the Signing Date of this Agreement; and

ii)

for a portion equal to 60% (sixty percent) of the total up-front fee due (i.e. to Euro 78,000.00 (euro seventy-eight thousand/00)), on the first Financing Disbursement Date.

installment collection fees: Euro 2.75= (two point seventy-five), as well as expenses of any other kind dependent on and occasioned by this deed, and not expressly indicated therein, for which please refer to the "Summary Document," which is an integral part of this Financing Agreement.

The Bank, if there is a justified reason, has the right to unilaterally modify the clauses of this Agreement, only where they relate to the economic conditions applicable to the Company, excluding those concerning interest rates, by giving prior express notice to the Company, pursuant to Article 118 of Legislative Decree. 385/1993 (Consolidate Law on Banking, T.U.B.).

The Company specifically approves this power of modification of the Bank limited to clauses related to economic conditions other than interest rates applicable to the Company, pursuant to Article 118 of Legislative Decree 385/1993 (Consolidate Law on Banking.).

The Company, by the date scheduled for implementation of the Agreement amendment, has the right to terminate this Agreement without charge.

21.          BANKING TRANSPARENCY

The Company and the Bank acknowledge and confirm that the Agreement and all economic conditions are the result of specific individual negotiations pursuant to the provisions of Article 1, sect. Il, of the so-called Provisions on the Transparency of Banking and Financial Transactions and Services issued by the Bank of Italy on February 9, 2011, and therefore the Company expressly acknowledges that the provisions of the CICR resolution of March 4, 2003 relating to, among other things, pre-contractual disclosure, the annual percentage rate of charge calculated in accordance with the provisions of Article 121 of Legislative Decree. 385/1993 (Testo Unico Bancario), and to the delivery of copies of the Agreement and the deeds constituting the guarantees prior to their stipulation.

22.          GOVERNING LAW AND JURISDICTION

The Financing is governed by and interpreted in accordance with Italian law.

For any dispute arising from the interpretation and/or execution of the Agreement, the Court of Modena shall have jurisdiction, without prejudice to the Bank's right to take legal action against the Company before any other competent judicial authority.

23.          CONCILIATORY MEDIATION

(a)

The Bank observes, in its dealings with the Company, the provisions of Legislative Decree No. 385 of September 1, 1993 (Consolidate Law on Banking) and its subsequent additions and amendments, as well as its implementing provisions. The Bank is subject to the controls exercised by the Bank of Italy, headquartered at Via Nazionale, 91 - 00184 Rome.

(b)

For any disputes regarding its dealings with the Bank, the Company has the right to contact the Complaints Office, established at the Bank Head Office. The complaint must be made in writing and transmitted by letter or electronically, or delivered to the counter at which the relationship is maintained; the activity of handling the complaint is free of charge to the Company, subject to the costs normally associated with the means of communication adopted. The Bank shall rule on the complaint within 60 (sixty) days of its receipt and indicate, if it is upheld, the initiatives it undertakes to take and the timeframe within which they will be implemented. If the complaint is found to be unfounded, the Bank shall provide a clear and comprehensive explanation of the reasons for the rejection, as well as the necessary indications about the possibility of referral to the Banking and Financial Ombudsman (A.B.F.) or other forms of out-of-court dispute resolution.

(c)

The Company that has been dissatisfied or whose complaint has not been resolved within the aforementioned 60 (sixty) day period, and provided that no more than 12 (twelve) months have elapsed since the complaint was filed, may appeal to the Banking and Financial Ombudsman:

(i)

within the limit of Euro 200,000, (two hundred thousand/00) if the request is for the payment of a sum of money for any reason;

(ii)

with no limit on the amount for disputes concerning the establishment of rights, obligations and faculties.

(d)

The Guide concerning access to the Banking and Financial Ombudsman is available to the Company at the Bank's branches, on the Bank's website and on the website of the Banking and Financial Ombudsman at www.arbitrobancariofinanziario.it.

(e)

Pursuant to and for the purposes of the provisions of Legislative Decree No. 28 of March 4, 2010 on mediation for the purpose of conciliation, if the Company intends to bring an action related to this Agreement in court, it must first go through the mediation process, alternately addressing:

(i)

to the Banking and Financial Ombudsman;

(ii)

to one of the mediation bodies listed in the register maintained by the Ministry of Justice, including Conciliatore Bancario Finanziario (Ombudsman- Banking jury), based in Rome, Via delle Botteghe Oscure 54, which employs independent mediators.

(f)            The Company has the right to submit complaints to the Bank of Italy.

24.          TAX CHARGES

The Bank, in agreement with the Company, determines that it is appropriate to apply the ordinary taxation regime under the current tax provisions and therefore declare that they do not wish to exercise the option under Article 17 of Presidential Decree. September 29, 1973, No. 601, as amended from time to time, and that they do not wish to benefit from the substitute tax set forth in Article 15 and ff. of the mentioned Presidential Decree September 29, 1973, No. 601.

The Company shall bear all charges relating to all stamp and registration taxes and other Taxes of a similar nature applicable in connection with the making, execution or enforcement of the Contract, and of the guarantees accompanying it, except (i) in the case of taxes or Taxes due as a result of the assignment of this Agreement provided for in Article 16 (Assignment and Pledging), provided that the assignment does not occur as a result of the occurrence of a Material Event (in which case the Taxes and Fees shall be borne by the Company), and (ii) in the event that the indebtedness is a consequence of a case of use event, pursuant to the Note to Article 1, Tariff, Part II, attached to Presidential Decree No. 131/1986, enunciation, pursuant to Article 22, of P.R.D. No. 131/1986, or voluntary registration of the Agreement by the Bank (except where such voluntary registration is necessary for the purpose of ascertaining, exercising, enforcing or making valid, effective or enforceable the rights arising against the Bank under this Agreement).

The Company shall reimburse such charges to the Bank within 15 (fifteen) Business Days of the relevant written request accompanied by the relevant documentation with the understanding that the Bank shall receive on the agreed due dates the amounts due under the Agreement free of any charges, withholdings or deductions.

25.          PARTIAL INVALIDITY

The fact that, at any time, one or more of the provisions of the Agreement is or becomes illegal, invalid or unenforceable shall not affect the legality, validity and enforceability of the other provisions of the Agreement.

26.          DOMICILE AND NOTICES

For the purposes of the Agreement, the Bank elects domicile in Modena, Via San Carlo 8/20, at its registered office.

Except as otherwise expressly provided, all notices to be given under the Agreement shall be in writing and may be given by registered mail NR, by hand or by e-mail or Certified electronic mail (PEC) to the following addresses of the Parties, or those subsequently indicated in writing by each Party to all others:

For the Company:

Alfasigma S.p.A.

Via Ragazzi del 99, no. 40133- Bologna

e-mail: mcera@alfasigma.com

PEC: alfasigmaspa@legalmail.it

To the kind attention Dr. Francesco Balestrieri

For the Bank:

BPER Banca S.p.A.

Large Corporate Office Modena

Viale Reiter 126 41121 - Modena

To the kind attention of Anna Lisa Fornacciari

email: keyclientimprese@bper.it/annalisa.fornacciari@bper.it

PEC: keyclientimprese.bper@pec.gruppobper.it

27.           FINAL CLAUSE

All clauses of the Agreement, including the Recitals and Exhibits, are essential and inseparable; additions and modifications to the covenants contained herein can only be proved in writing. The clauses of this Agreement, and its Exhibits, that may be deemed in conflict with Legislative Decree No. 385 of September 1, 1993 (Consolidate Law on Banking, T.U.B.), as amended and supplemented, including its implementing provisions, shall have no effect.

Should you agree with the above proposal, please inform us of your acceptance by fully transcribing and signing this letter.

Yours faithfully,

BPER Banca S.p.A.

Name: Anna Lisa Fornacciari

Qualification: Attorney in fact

***

As a sign of our acceptance.

Yours faithfully,

/s/ Francesco Balestrieri

Alfasigma S.p.A.

Name: Francesco Balestrieri

Qualification: Managing Director

EXHIBIT A

Request for Disbursement

[on letterhead]

BPER Banca S.p.A.

Large Corporate Office Modena

Viale Reiter 126 41121 - Modena

To the kind attention of Anna Lisa Fornacciari

Anticipated by e-mail:

keyclientimprese@bper.it/annalisa.fornacciari@bper.it

PEC: keyclientimprese.bper@pec.gruppobper.it

[Place], [ date]

Subject matter: Financing in the amount of Euro 100,000,000.00 (one hundred million euros.00), referred to in the Agreement signed on July 28, 2023 between BPER Banca S.p.A. and Alfasigma S.p.A., with a Final maturity date of December 31, 2027 (the Agreement) (Internal ref. no. 5274839).

Request for Disbursement

We refer to the Agreement and, provided that capitalized terms, hereinafter used, have the meaning ascribed to them in the same, we hereby irrevocably request you to disburse to the Current Account the amount of Euro [...] ([...]) as follows:

Date of Disbursement [...]

Amount subject to [...]

Request for Disbursement

We confirm all of the representations in Article 3 of the Agreement (Representations and Warranties of the Company) and that to date none of the events set forth in Article 11 of the Agreement (Forfeiture of the Benefit of the Term and Termination of the Agreement) have occurred that would result in the Bank's termination of the Agreement or forfeiture of the term.

Yours faithfully,


	Alfasigma S.p.A.

EXHIBIT B

Receipt

[on letterhead]

[to be signed for exchange of business correspondence]

BPER Banca S.p.A.

Large Corporate Office Modena

Viale Reiter 126 41121 - Modena

To the kind attention of Anna Lisa Fornacciari

Anticipated by e-mail:

keyclientimprese@bper.it/annalisa.fornacciari@bper.it

PEC: keyclientimprese.bper@pec.gruppobper.it

[Place], [ date]

We refer to the Agreement and, provided that capitalized terms, hereinafter used, shall have the meanings ascribed to them in the same, we hereby acknowledge to you that, in execution of the Agreement in question, you have disbursed to us with value date [•] the sum of Euro [•]= ([•]), as [first/second/third....] partial disbursement of borrowed principal, an amount for which we issue ample and formal receipt, by crediting the Current Account.

[Specifically, we acknowledge that the annual nominal interest rate referring to the first Disbursement Date corresponds to [-]% ([-]% quarterly) equal to Euribor plus Margin.] [to be entered only for the first disbursement]

We therefore acknowledge that we owe you, in dependence of the Agreement, the total principal sum of Euro [•]= ([•]/00), plus interest and incidentals.

Yours faithfully,


	Alfasigma S.p.A.

EXHIBIT C

Certificate of Compliance

BPER Banca S.p.A.

Large Corporate Office Modena

Viale Reiter 126 41121 - Modena

To the kind attention of Anna Lisa Fornacciari

Anticipated by e-mail:

keyclientimprese@bper.it/annalisa.fornacciari@bper.it

PEC: keyclientimprese.bper@pec.gruppobper.it

[Place], [ date]

Dear Sirs,

we hereby notify you of the financial requirements under Article 9(Financial Obligations) of the Agreement.

Unless otherwise defined below, terms beginning with a capital letter shall have the same meaning ascribed to them in the Agreement.

With reference to the duly approved Consolidated Financial Statements for the year [...], it appears that:

NFP/EBITDA is equal to:[.]

NFP/SE is equal to: [...]

We hereby declare that the above data are true and real and are derived from the correct application of the criteria established in the Agreement.

We further confirm to you that, as of today, (i) no event is pending as of today that, under the Agreement, is or may become a cause for termination and/or forfeiture of the benefit of the term, and (ii) the representations and warranties made by us in particular pursuant to Article 3 (Representations and Warranties of the Company) of the Agreement are true, correct, complete, and accurate in all material respects.

Yours faithfully,


	Alfasigma S.p.A.

EXHIBIT D

Repayment Plan

Maturity date	principal installment (percentage of Financing disbursed)
12/31/2023	-
06/30/2024	-
12/31/2024	11.66%
6/30/2025	11.66%
12/31/2025	11.67%
6/30/2026	11.67%
12/31/2026	11.67%
6/30/2027	11.67%
12/31/2027	30%

EXHIBIT E

Exemption Statement

I, the undersigned [Name of legal representative], domiciled at [Bank's domicile], legal representative of [Bank's company name] with registered office in [...], street [...], share capital [...],

Considered that

pursuant to Art. 26, Paragraph 5-bis, of Presidential Decree of September 29, 1973, No. 600 (“Presidential Decree 600/1973") as amended (i) by Art. 22 of Legislative Decree No. 91 of June 24, 2014, converted into law by Law No. 144 of August 11, 2014, (ii) by Art. 10, Paragraph 2, of Legislative Decree No. 133 of September 12, 2014, converted into law by Law No. 164 of November 11, 2014, and (iii) by Art. 6, Paragraph 1, of Legislative Decree No. 3 of January 24, 2015, the withholding referred to in Art. 26, Paragraph 5, of Presidential Decree No 600/1973, does not apply with reference to interest and other income from medium- to long-term loans provided to companies resident, for tax purposes, in Italy by:

■

credit institutions established in the member states of the European Union;

■

entities identified in Article 2(5), numbers (4) to (23) of Directive 2013/36/EU;

■

insurance companies established and licensed under regulations issued by member states of the European Union;

■

foreign institutional investors, albeit without tax subjectivity, referred to in Article 6, Paragraph 1, Lit. b of Legislative Decree No. 239 of April 1, 1996, subject to forms of supervision in the foreign countries in which they are established.

Now, therefore, it declares

That [Bank Name] is the actual recipient and beneficiary of the interest payable to it under the Financing Agreement;

(check one of the following boxes, if applicable)

□

that [Bank Name] is a credit institution established in a member state of the European Union.

□

that [Bank Name] is an institution identified in Article 2, paragraph 5, Nos from 4) to 23) of Directive 2013/36/EU.

□

that [Bank Name] is an insurance company incorporated and licensed under regulations issued by a member state of the European Union.

□

that [Bank Name] is a foreign institutional investor, albeit without tax subjectivity, referred to in Article 6, Paragraph 1, Lit. b of Legislative Decree No. 239 of April 1, 1996, and subject to forms of supervision in the country where it is established.

that all the requirements of Art. 26, Paragraph 5-bis, of Presidential Decree 600/1973 are fulfilled and all the information contained in this statement is correct and complete and that [Bank Name] undertakes to report any failure to meet one or more of the requirements described above, as well as any changes in the data and information provided.

	Place and date		Signed

Exhibit (b)(3)

UniCredit - Confidential

Alfasigma S. p.A.

Via Ragazzi del 99, n. 5

40133 - Bologna

FAO: Francesco Balestrieri

Florence, 16 November 2022

Re: Loan Agreement - Draft

Dear Sirs,

Further to the agreements reached, we submit our draft loan agreement under the terms and conditions specified below (the “Draft”).

***

ALFASIGMA S.p.A.

(in the capacity of Borrower)

and

UNICREDIT S.p.A.

(in the capacity of Lending Bank)

LOAN AGREEMENT

CONTENTS

ARTICLE		PAGE

1.	Interpretation	1

2.	Loan	11

3.	Purpose	11

4.	Conditions precedent	11

5.	Drawdown	12

6.	Repayment	13

7.	Early repayment and cancellation	14

8.	Interest	16

9.	Alternative Rates	17

10.	Tax and Other Charges	20

11.	Higher Charges	23

12.	Cooperation	24

13.	Payments	24

14.	Representations	25

15.	Obligations to provide Information	30

16.	Financial Commitments	31

17.	Commitments	35

18.	Material Events	39

19.	Proof	42

20.	Fees	42

21.	Indemnities and Costs of Reuse	43

22.	Costs and expenses	44

23.	Changes and waivers	44

24.	Change in the parties	45

25.	Confidentiality	47

26.	Offsetting	48

27.	Partial invalidity	49

28.	Communications	49

29.	Tax treatment	50

30.	Agreement forming the subject of individual negotiation	50

31.	Applicabile Law and jurisdiction	51

***

ANNEXES

ANNEX		PAGE

ANNEX 1		52

ANNEX 2		53

ANNEX 3		54

ANNEX 4		56

ANNEX 5		58

ANNEX 6		59

iii

LOAN AGREEMENT

between

(1)

Alfasigma S.p.A., a joint-stock company with registered office at via Ragazzi del ‘99 n.5, Bologna, Bologna Companies Register entry no. 03432221202, in the capacity of borrower (the “Borrower”);

(2)

UniCredit S. p.A., a bank established under Italian law with registered office at Piazza Gae Aulenti 3, Torre A, Milan, entered in the Banking Register and a member of the UniCredit Banking Group – entered in the Register of Banking Groups under no. 02008.1, tax code, VAT no. and Milan-Monza-Brianza-Lodi Companies Register entry no. 00348170101, which is acting herein in the capacity of lending bank (the “Lending Bank”).

Whereas

(A)

On 7 September 2020, the Lending Bank and the Borrower signed a loan agreement pursuant to which the Lending Bank granted the Borrower a “revolving” loan for an overall maximum amount equal to €80,000,000.00 (eighty million) (the “Existing Loan Agreement” and the “Existing Revolving Loan”, respectively) expiring on 7 September 2022, to be used for the Borrower’s general financial requirements;

(B)

The Borrower and the Lending Bank have agreed to arrange a new loan for an overall maximum amount by way of principal equal to €150,000,000.00 (one hundred and fifty million) (the “Loan”), in order to provide the Borrower with financial resources to be used for general financial requirements, consisting of a single revolving credit facility (the “Revolving Credit Facility”).

(C)

The Lending Bank, relying on the truthfulness and completeness of the economic, financial and legal data and information supplied to it by the Borrower earlier, as well as the representations and warranties issued and the commitments assumed by the Borrower itself, has agreed to grant the Borrower the Loan under the terms and conditions specified below;

(D)

The Borrower notes that the Lending Bank has implemented internal procedures and regulations intended to ensure observance of the provisions of article 2358 of the Civil Code (and any other applicable legislation on the prohibition of financial assistance) by the Bank itself;

now therefore, the Lending Bank and the Borrower agree on the following contractual terms and conditions:

IT IS ARRANGED AND AGREED as follows:

1.             INTERPRETATION

1.1.             Definitions

In this agreement (hereinafter, the Agreement):

“Permitted Acquisition”: means the Borrower’s acquisition of 100% (one hundred per cent) of the interests in Sofar S. p.A.

“Affidavit” means the Affidavit as identified by the Revenue Agency pursuant to the Order of the Director of the Revenue Agency of 10 July 2013 Record No. 2013/84404 available on the website www.agenziaentrate.gov.it or any similar model as approved by the Revenue Agency at any time.

“Certificate of Compliance” means a declaration essentially in the form set out in Annex 5 (Model Certificate of Compliance).

“Acceptable Bank” has the meaning given in Article 16.1 (Definitions) of this Agreement.

“Qualified Bank” indicates a person that is the beneficial owner of the payments or interest or equivalent income made for the purposes of this Agreement that is:

(a)

a credit institution or another financial institution authorized to carry out banking or financial activities in Italy pursuant to Legislative Decree No. 385 of 1 September 1993 or Legislative Decree No. 58 of 24 February 1998, resident for tax purposes in Italy pursuant to article 73 of the TUIR that is not acting for the purposes of this Agreement through a permanent establishment situated abroad; or

(b)

a credit institution or other financial institution authorized to carry out banking or financial activities in Italy, not resident for tax purposes in Italy, that is acting through a permanent establishment in Italy for which any payment received pursuant to the Financial Documents is classified as business income pursuant to articles 81, 151 and 152(1) of the TUIR; or

(c)

a credit institution or other financial institution authorized to carry out banking or financial activities in Italy, that (a) is not resident for tax purposes in Italy; (b) that is not acting for this purposes of this Agreement through a permanent establishment in Italy; (c) that has concluded a treaty for the avoidance of double taxation with Italy pursuant to which it is authorized to receive payments of interest or equivalent income from a person resident in Italy without the application of a Tax Withholding; and (d) that satisfies the requirements to benefit from full exemption from the Tax Withholding pursuant to the aforesaid treaty; or

(d)

a person that is the direct recipient of the payments of interest or equivalent income by the Borrower and that, pursuant to article 26(5-bis) of Presidential Decree No. 600 of 29 September 1973, as amended and supplemented at any time, is entitled to receive payments of interest and equivalent income made by the Borrower pursuant to this Agreement without the application of any Tax Withholding; or

any person to whom a payment of interest may be made without Tax Withholdings imposed by Italian law.

“Reference Banks” means Banco BPM S.p.A., Mediobanca S.p.A. and Intesa Sanpaolo S.p.A.

“Lending Bank” means:

(a)             the Original Lending Bank; and

(b)             the banks and credit and/or financial institutions that become parties to this Agreement following a Transfer.

“Original Lending Bank” means UniCredit S. p.A.

“Change of Control” has the meaning attributed to that term in Article 7.2(a) (Compulsory early repayment – Change of Control).

“Certificate of Transfer” means a certificate substantially in the form set out in Part 1 (Certificate of Transfer) of Annex 4 (Transfer Documents).

“Transfer” has the meaning referred to in Article 24.2 (Transfers by the Lending Bank).

“Code” means the US Internal Revenue Code of 1986.

“Civil Code” means the Italian civil code whose wording was approved by Royal Decree No. 262 of 16 March 1942 and subsequent amendments and additions.

“Business Crisis and Insolvency Code” means Legislative Decree No. 14 of 12 January 2019 (Business Crisis and Insolvency Code), issued pursuant to Law No. 155 of 19 October 2017, as amended at any time, also pursuant to Legislative Decree No. 83 of 17 June 2022, as supplemented at any time.

“Associate” means, in relation to a person, a Subsidiary or Parent Company of that person, or any Subsidiary of that Parent Company.

“Non-Utilization Fee” has the meaning referred to in Article 20.1 (Non-Utilization Fee).

“Subscription and Structuring Fee” has the meaning referred to in Article 20.1 (Subscription and Structuring Fee).

“Notification of Transfer” means a notification substantially in the form set out in Part 2 (Notification of Transfer) of Annex 4 (Transfer Documents).

"Current Account" means the current account in the name of the Borrower no. 500007450, opened at the Lending Bank, CIB Operational Branch Rome, IBAN IT21S0200805351000500007450.

“Agreement” means this loan agreement.

“Parent Company” means, with regard to a person, the company in whose respect that person is a Subsidiary.

“Subsidiary” means a company controlled pursuant to article 2359(1)(1) and (2) of the Civil Code.

“Relevant Subsidiary”: means, at any time, each Group company whose EBITDA represents, based on the most recent Certificate of Compliance and/or consolidated Group financial statements submitted to the Lending Bank, individually, at least 5% (five per cent) of the Group EBITDA and/or whose total assets represent, individually, at least 10% (ten per cent) of the Group’s total assets.

“Costs of Reuse” means the amount which, pursuant to this Agreement, the Lending Bank is authorized to receive by way of indemnity in the event of early repayment (voluntary or, with the exception of the repayments provided for by Article 7.1 (Compulsory early repayment – violation of the law) of the Loan, compulsory) calculated by the Lending Bank as the algebraic difference with a positive value between:

(a)   the amount of interest (excluding the Margin) that the Lending Bank would have received for the period elapsing between the date on which the payment has been made and the last day of the Period of Interest in progress if the payment had been made on the last day of that Period of Interest; and

the amount of interest that the Lending Bank would receive by depositing an amount equal to the amount of the early payment at a leading institution on the interbank market for the period elapsing between the date of the payment made and the last day of the Period of Interest in question.

“FATCA Application Date” means:

(a)

1 July 2014, with regard to a “withholdable payment” as indicated in section 1473(1)(A)(i) of the US Tax Code (relating to payments of interest and several other payments originating in USA); or

(b)

with regard to a “passthru payment” as described in section 1471(d)(7) of the US Tax Code that does not fall within the scope of application of paragraph (a), the date from which that payment may become subject to deduction and/or withholding pursuant to the FATCA.

“Transfer Date” has the meaning referred to in Article 24.3 (Transfer Procedure).

“Interest Payment Date” means the last day of each Period of Interest into which the Loan is subdivided.

“Final Expiry Date” means the date falling on the second anniversary of the Date of Signature.

“Date of Signature” means the date of signature of this Agreement.

“Utilization Date” means the Business Day indicated by the Borrower in the relevant Utilization Request for the drawdown of a Utilization to be made of the Revolving Credit Facility, as better described in Article 5 (Drawdown).

“Financial Documents” means:

(a)

this Agreement;

(b)

each Utilization Request;

(c)

each Certificate of Transfer;

(d)

each Notification of Transfer; and

(e)

any other contract or document designated as such, jointly, by the Lending Bank and by the Borrower.

“Material Adverse Effect” means the consequences of any event occurring that may be significantly prejudicial to:

(a)

the asset, financial or operating situation of the Borrower and/or of the Group considered overall; or

(b)

the Borrower’s capacity to meet its payment obligations provided for in the Financial Documents, taking into account the due dates stipulated by contract; and

(c)

the validity or efficacy of the Financial Documents.

“EURIBOR” means the benchmark index known as the Euro Interbank Offered Rate (with the divisor 360 (three hundred and sixty) days), as reported at 11:00 (CET) on the Trading Day – under the supervision of the Euribor Panel Steering Committee – by EMMI (European Money Markets Institute) (or any other person appointed to replace EMMI) for each corresponding Period of Interest, and generally published in “Il Sole 24 Ore” and other sources of financial information (such as Reuters or Bloomberg). It remains understood that, if the EURIBOR has a negative value, for the purposes of this Agreement and the other Financial Documents, the EURIBOR shall be deemed to be equal to zero.

“euro” means the single currency of the Participating Member States.

“Material Event” means an event qualified as such pursuant to this Agreement.

“Operational Branch” means the branch through which the Lending Bank provides its Participating Share.

“Loan” has the meaning attributed to this term in statement (B) of this Agreement.

“Guarantees Beyond The Threshold” means:

(a)

the existing guarantees issued in favor of third parties at the time of signature of the Agreement or the guarantees replacing such guarantees issued at any time;

(b)

the personal guarantees issued by a Group company – or the counter guarantees for the issue of bank or other guarantees – in the interests of other Group companies for obligations contracted by those companies within the scope of ordinary business activities;

(c)

the guarantees of any type issued in favor of Italian or foreign courts; and

(d)

the guarantees issued - or the counter guarantees for the issue of bank or other guarantees – for participating in tenders, calls for bids and/or bidding proceedings within the scope of ordinary business activities.

“Real Guarantees” means any real right of guarantee, conventional privilege, transfer of assets or receivables on guarantee and any deed or deal or series of deeds or deals whose purpose or effect is to form an asset guaranteeing the interest of the pledgor or of third parties.

“Trading Day” means, with regard to any period corresponding to a Period of Interest, the day on which the prices are ordinarily reported by the leading banks on the European interbank market on deposits in euros, such day being deemed to mean the second Business Day prior to the first day of each Permitted Term or, as appropriate, the first day of each Period of Interest.

“Business Day” means a day (other than a Saturday or Sunday) that is a TARGET Day on which the banks are open for normal business in Milan.

“Group” means the Borrower and its Subsidiaries.

“Total Commitment” means an overall amount not exceeding €150,000,000.00 (one hundred and fifty million) in the aggregate for the entire term of the Loan.

“Tax Indemnity” means a payment made by the Borrower to the Lending Bank with regard to a Tax Withholding or an indemnity relating to a Charge pursuant to the Financial Documents.

“Bankruptcy Law” means Royal Decree No. 267 of 16 March 1942, as subsequently amended and/or supplemented, also in the light of the Business Crisis and Insolvency Code and Decree Law No. 118 of 24 August 2021.

“Revolving Credit Facility” has the meaning attributed to that term in Statement (B).

“Higher Charges” means:

(a)

an additional cost or increase in a cost;

(b)

a reduction in income relating to the Financial Documents due to a reduction in the Margin; or

(c)

a reduction in an amount due and payable pursuant to any Financial Document;

incurred or borne by the Lending Bank or by one of its Associates whenever it is attributable to the signature of any Financial Document or to its participation in the Loan or in the fulfilment of its obligations pursuant to a Financial Document.

“Margin” means 95 bps per annum.

“Own Resources” means:

(a)

the share capital and available reserves;

(b)

the shareholder loans, provided they are fully subordinate to the Loan, by way of principal, interest and any other amount payable for any reason, under satisfactory terms and conditions for the Lending Bank; and

(c)

non-recoverable loans, by way of capital and future increase in capital, provided that, in each case, they are not repayable to shareholders.

“FATCA Legislation” means:

(a)

sections 1471 to 1474 of the Code or any related official regulation or legislation;

(b)

any treaty, law, or official regulation or legislation implemented in any other jurisdiction, or relating to an intergovernmental agreement between USA and any other jurisdiction, which (in both cases) facilitates the implementation of the legislation indicated in paragraph (a) above; and

(c)

any agreement concluded with the United States Internal Revenue Service, the US government or any government or tax authority present in any other jurisdiction following implementation of the legislation referred to in paragraphs (a) or (b) above.

“Extraordinary Transactions” means any extraordinary transaction, including, merely by way of example, any merger, demerger, increase or reduction in share capital or purchase of treasury shares.

“Sustainability Option”: means the sustainability option to be exercised, on an optional basis, by the Beneficiary, as provided for by article 7.1(C).

“Sanctioned Country” refers to any country or other territory that is subject to Sanctions at national or territorial level, or whose government is subject thereto.

“Related Party” has the meaning referred to in the Consob Regulation adopted with decision no. 17221 of 12 March 2010 (as subsequently amended).

“Parties” means the parties to this Agreement.

“Clean Down Period” has the meaning attributed to that term in Article 6.1(d) (Repayment of the Revolving Credit Facility) of this Agreement.

“Clean Up Period” has the meaning attributed to that term in Article 17.19 (Clean Up Period) of this Agreement.

“Period of Availability” means the period of time between the Date of Signature and the date falling one month prior to the Final Expiry Date.

“Period of Interest” has the meaning attributed to that term in Article 8.2 (Period of Interest).

“Exempt FATCA Person” means a Party or Sub-Participant entitled to receive payments not liable to a FATCA Withholding.

“Accounting Principles” means:

(a)

with regard to companies under Italian law, the legal principles applicable at any time, on the preparation of the statutory financial statements as supplemented by the Consiglio Nazionale dei Commercialisti [National Association of Chartered Accountants], by the documents issued by the OIC (Organismo Italiano di Contabilita [Italian Accountancy Body]);

(b)

if applied, the International Accounting Standards or International Financial Reporting Standards (as appropriate) adopted by the International Accounting Standards Board (IASB); or

(c)

with regard to companies incorporated under a law other than Italian law, the accounting principles approved by the equivalent accountancy body.

“Intellectual and Industrial Property” means the rights of ownership and use of trade marks (registered or otherwise), distinguishing marks, enterprises, names or company names, Internet domain names, works, computer programs, designs, slogans, patents (including any patent application), copyright and related rights, rights to databanks, industrial and commercial secrets, confidential information, industrial, commercial and technical information, know-how, formulae, algorithms, models, ornamental designs, methodologies and any other similar intellectual and industrial property rights, whether registered or otherwise.

“Participating Share” means, with regard to the Original Lending Bank, the amount indicated in the relevant column of Annex 1 (Lending Bank) and the amount of the Participating Share of which another Lending Bank becomes the holder pursuant to Article 24.2 (Transfers by the Lending Bank), insofar as that amount is not cancelled, transferred or reduced pursuant to this Agreement.

“Regulation (EU) No 2016/1011 ” means European Regulation No 2016/1011 of the European Parliament and of the Council of 8 June 2016 on indices used as benchmarks in financial instruments and financial contracts or to measure the performance of investment funds and amending Directives 2008/48/EC and 2014/17/EU and Regulation (EU) No 596/2014.

“Renewal Request” has the meaning referred to in Article 5.2 (b) (Renewal of Utilizations).

“Utilization Request” means the request for drawdown of the amounts to be used on the Revolving Credit Facility sent by the Borrower to the Lending Bank in the wording referred to in Part II (Utilization Request) of Annex3.

“FATCA Withholding” means a withholding, deduction or subtraction provided for by the FATCA Legislation regarding a payment due pursuant to the Financial Documents.

“Tax Withholding” means any withholding, deduction, subtraction or final withholding or withholding on account relating to a Charge or other payment to a government authority or other public authority, imposed by the law of any jurisdiction, other than a FATCA Withholding.

“Sanctions” means all laws, regulations, enforcement orders, restrictive measures or other legislation on economic, financial or commercial sanctions enacted, inflicted, imposed, applied or publicly notified by:

the United Nations Organization;

the European Union;

USA;

UK / Italy / Federal Republic of Germany;

the government, an official institution, authority and/or agency of the persons listed in (a) to (d) above; and/or

any other government, official institution, authority and/or agency with jurisdiction over the parties to this agreement and/or affiliates thereof.

“Basic Asset Position” means:

(a)

the Borrower’s consolidated financial statements as at 31 December 2021, as duly approved and certified; and

(b)

the Borrower’s financial statements as at 31 December 2021, as duly approved.

“Reference Shareholder” means Turytes S.p.A., a joint-stock company with registered office at Galleria Cavour n. 4, Bologna, Bologna Companies Register entry no. 03704150378.

“Sanctioned Party” means a party identified as subject to Sanctions, or owned or controlled by a sanctioned party.

“Guarantee Threshold” has the meaning referred to in Article 17.14 (a) (Negative Pledge).

“Participating Member State” means a Member State of the European Union that has adopted the euro as the currency with legal tender pursuant to the EU legislation on the European Monetary Union.

“TARGET Day” means a day on which the payment system known as the Trans-European Automated Real-time Gross Settlement Express Transfer 2 is operational for the settlement of payments in euros.

“Charge” means any charge, tax, stamp tax, levy, tax withholding, duty or tax charge of any kind, present or future, howsoever called (including, without limitation, relevant additional expenses, surcharges, sanctions, default interest or penalties relating thereto).

“Interest Rate” has the meaning attributed to that term in Article 8.1 (Calculation of Interest).

“Benchmark Rate” means the EURIBOR for a reference period equal to the duration of the Period of Interest applicable as reported on the Trading Day and notified by the Lending Bank to the Borrower pursuant to this Agreement.

“TUIR” means Presidential Decree No. 917 of 22 December 1986 and subsequent amendments and additions.

“Utilization” means a Utilization drawn down or renewed on the Revolving Credit Facility pursuant to this Agreement.

1.2.             Other interpretative provisions

(a)             In this Agreement, save as otherwise indicated:

(i)

the term authorizations means and includes any authorization, license, permit, concession and other similar measure;

(ii)

the term assets means and includes present and future tangible and intangible assets and, where the context allows, present and future financial and non-financial rights;

(iii)

the term transfer and derivations thereof mean any assignment, sale or transfer for any reason of ownership of an asset or of a right;

(iv)

the term dispute means any judicial, arbitration or administrative proceedings (including, by way of example, enforcement, attachment and confiscation proceedings and proceedings for the settlement of disputes other than arbitration) pending before any ordinary or special judicial or administrative authority, tax authority, body performing judicial functions or arbitrator or arbitration panel, in Italy or abroad;

(v)

the expression legal or regulatory provision means any legislative, regulatory or administrative provision, having the force of law or regulation at national or local level, and any other source of law or directive, even if not legally binding, issued by a competent authority;

(vi)

the term indebtedness means and includes any pecuniary obligation (whether main or ancillary);

(vii)

the term change and derivations thereof mean and include any change, supplement and novation;

(viii)

the expression insolvency proceedings means and includes (i) bankruptcy or other insolvency proceedings, including, by way of example but not exhaustively, an arrangement with creditors, composition, compulsory administrative liquidation, special administration, special administration of large companies in a state of insolvency, the appointment of an official receiver or similar body, arrangement proposals, restructuring agreements (as well as partial debt restructuring, including those referred to in article 182-bis of the Bankruptcy Law) or other agreements, moratoria or restructuring agreements pursuant to article 182septies of the Bankruptcy Law, the appointment of an expert pursuant to a recovery plan pursuant to article 67(3) of the Bankruptcy Law, submission of a “pre-arrangement” application referred to in article 161(6) of the Bankruptcy Law and any other procedure indicated as a “recovery procedure” or “liquidation procedure” in Legislative Decree No. 170 of 21 May 2004 and (ii) the insolvency proceedings or measures provided for by existing or future foreign legislation having similar purposes and/or effects to the proceedings and/or measures provided for in point (i) above;

(ix)

the term administrative order means any order issued in any form by an administrative or regulatory authority at national or local level;

(x)

the term judicial order means any order issued in any form by an ordinary, administrative or special judicial authority;

(xi)

the term person means and includes any natural or legal person, under private or public law, and any entity even without its own legal personality;

(xii)

the expression confidential information and data means the documents and information supplied by the Borrower to the Lending Bank in relation to the transaction forming the subject of this Agreement and that supplied by the Borrower to the Lending Bank at any time pursuant to Article 15 (Obligations to provide Information) of this Agreement;

(xiii)

the reference to a currency is deemed to mean any reference to the currency having legal tender in the reference State;

(xiv)

an existing Material Event means a Material Event that has not been remedied or for which the Lending Bank has expressly waived using the remedies provided for by the Agreement and by the law relating thereto.

(xv)

the references to a legal or regulatory provision are deemed to mean any provision as may be amended and includes the applicable provisions and relevant secondary legislation;

(xvi)

the references to an Article or an Annex are deemed to mean an article or an annex of this Agreement;

(xvii)

the references to a person include his universal successors;

(xviii)

the references to a Financial Document or to another document are deemed to mean that Financial Document or other document as amended at any time;

(xix)

the references to times of the day are deemed to mean Milan time.

(b)

Save as otherwise provided for, the references to periods of one or more months are deemed to mean the period commencing on one day of a calendar month and ending on the numerically corresponding day in the following calendar month or in a different month of expiry, except that:

(i)

if the numerically corresponding month is not a Business Day, the period shall end on the immediately following Business Day or, if that Business Day falls in the following month, on the immediately preceding Business Day;

(ii)

if there is no numerically corresponding day in the month of expiry, the period shall end on the last Business Day in the month of expiry; and e

(iii)

notwithstanding the provisions of paragraph (i) above, a period commencing on the last Business Day of one month shall end on the last Business Day of the following month or of the different month of expiry.

(i)

the references to a Party shall not include that Party if it has ceased to be a Party pursuant to this Agreement;

(ii)

a term or expression used in another Financial Document or in a communication made pursuant to a Financial Document has the meaning referred to in this Agreement;

(iii)

the Borrower’s non-pecuniary obligations pursuant to the Financial Documents shall remain in force until all its pecuniary obligations to the Lending Bank have been fulfilled; and

(iv)

in the event of a conflict between the provisions of this Agreement and the provisions of another Financial Document, the provisions of this Agreement shall prevail.

(d)

The headings to the Articles, paragraphs and Annexes of this Agreement are inserted purely to facilitate the reading hereof and may not be used to interpret the contractual provisions.

2.             LOAN

2.1.             Loan

(a)

Under the conditions provided for by this Agreement, the Lending Bank shall grant the Borrower, which accepts, the Loan, to be used as provided for in Article 5 (Drawdown).

(b)           The Lending Bank shall not be required to provide an amount exceeding the Total Commitment in any event.

3.             PURPOSE

3.1.             Intended use of the Loan

The Borrower may use the Loan solely to meet the requirements connected with the Borrower’s general cash requirements, including the payment of costs connected with the Loan.

3.2.             Absence of audit duties

The Lending Bank shall not be required to check that the Borrower’s use of the Loan complies with the provisions of this Agreement.

4.             CONDITIONS PRECEDENT

4.1.             Conditions precedent for the efficacy of the Agreement

The efficacy of all the provisions of this Agreement shall be conditional on the submission to the Lending Bank of the documents referred to in Annex 2 (Conditions precedent) Part I (Conditions precedent for the Efficacy of the Agreement) of this Agreement in a form and substance that is satisfactory to the Lending Bank.

4.2.             Conditions precedent for the drawdowns and/or renewals of the Utilizations of the Revolving Credit Facility

Each drawdown and/or renewal of a Utilization, to be made within the relevant Period of Availability, shall be conditional upon (i) the satisfaction, by the date of submission of the relevant Utilization Request and/or Renewal Request, of all the conditions precedent referred to in Annex 2 (Conditions precedent) Part II (Conditions Precedent for the drawdowns and/or renewals of the Utilizations) of this Agreement in a form and substance reasonably acceptable to the Lending Bank; and (ii) the continuation thereof on the relevant Utilization Date and/or renewal date.

4.3.             Waiver of the Conditions

The Parties reciprocally note that the conditions precedent referred to in this Article 4 (Conditions Precedent and Subsequent) are not merely potestative as they are provided for the performance of the transactions provided for by this Agreement. Such conditions precedent are established in the sole interest of the Lending Bank which may, therefore, at its discretion and acting in good faith, decide to waive each of such conditions, in full or in part, in accordance with Article 23.2 (Exceptions) of this Agreement.

5.             DRAWDOWN

5.1.             Utilizations

(a)

Subject to fulfilment of the conditions precedent laid down in Article 4 (Conditions Precedent and Subsequent) hereof and the provisions of Article 5.3 (Lending Bank’s Participation), the Lending Bank shall, within the limits and according to the terms laid down in this Agreement, provide for the drawdown of a Utilization of the Revolving Credit Facility for the Borrower within the relevant Period of Availability with value on the Utilization Date, if the following circumstances jointly apply:

(i)

by 11:00 (Italian time) on the 3^rd (third) Business Day prior to the Utilization Date, save as otherwise agreed between the Lending Bank and the Borrower, the Lending Bank has received from the Borrower a Utilization Request signed by an authorized signatory of the Borrower; and

(ii)

each Utilization Request, which shall be deemed to be irrevocable, contains the following:

(A)

the relevant Utilization Date, which (1) shall coincide with a Business Day; and (2) in any event, may not fall after the Period of Availability; and

(B)

the Utilization Term relating to the Utilization Requested, which may be 1, 3 or 6 months at the Borrower’s option;

(C)

the amount of the Revolving Credit Facility whose drawdown is requested (the “Requested Utilization Amount”), which may not in any event:

(I)

be less than €500,000 (five hundred thousand) and in any event in multiples of €1,000,000 (one million); and

(II)

be more than the Total Commitment minus (i) the amounts of the existing Utilizations (including that forming the subject of total or partial renewal); and (ii) the amounts of the Utilizations for which the Utilization Request and/or the Renewal Request is pending;

(D)

irrevocable instructions to the Lending Bank to credit the Requested Utilization Amount to the Current Account.

(b)

The Parties agree that the Revolving Credit Facility may be used by the drawdown of one or more Utilizations, without prejudice to the fact that in no event may more than 5 (five) Utilizations exist at the same time.

(c)

The amounts of the Revolving Credit Facility for which no Utilization Request and/or Renewal Request has been made upon expiry of the Period of Availability shall be deemed to be revoked and may no longer be used by the Borrower, any obligation and liability held by the Lending Bank in that respect ceasing to apply.

5.2.             Renewal of Utilizations

(a)

The Borrower has the right to request the partial or total renewal – for a period equal to the Period of Interest and for amounts of not less than €500,000 (five hundred thousand) and in any event in multiplies of €1,000,000 (one million) - of the Utilizations already drawn down on the Revolving Credit Facility.

(b)

The Lending Bank shall implement the renewal if the following circumstances jointly apply:

(i)

by 11:00 (Italian time) on the 3^rd (third) Business Day prior to the Interest Payment Date, the Lending Bank has received the relevant renewal request from the Borrower according to the model provided in Annex 3 Part III (Renewal Request) to this Agreement (the “Renewal Request”), containing the information and insertions referred to in Article (ii) insofar as they are compatible with the renewal;

(ii)

the conditions precedent referred to in Annex 2 (Conditions Precedent) Part III (Conditions precedent for the drawdown and/or renewal of Utilizations) of this Agreement have been fulfilled subject to the provisions of Article 5.3 (Lending Bank’s Participation); and

(iii)

the amount for which partial or total renewal is requested, plus (i) the amounts of the existing Utilizations (including those forming the subject of total or partial renewal) and (ii) the amounts of the Utilizations for which the Utilization Request and/or the Renewal Request are pending, does not exceed the Total Commitment applicable at any time.

(c)

It remains understood that, for the purposes of calculating interest, the renewal of the Utilizations shall be deemed to reuse and that the value date of the renewal shall be that of the Interest Payment Date, with regard to the Utilization forming the subject of renewal.

5.3.             Lending Bank’s Participation

Subject to the fulfilment of the relevant conditions precedent provided for in Article 4 (Conditions Precedent and Subsequent) and the provisions of Article 5 (Drawdown) of this Agreement, the Lending Bank shall make available the requested share of each drawdown actually requested on the Revolving Credit Line on the relevant Utilization Date.

6.             REPAYMENT

6.1.             Repayment of the Revolving Credit Facility

(a)

Subject, however, to the provisions of Articles 7 (Early Repayment and Cancellation) and 18 (Material Events), the Borrower undertakes to return, in a single instalment, the entire amount of each Utilization provided for it on the relevant Interest Payment Date. The amounts of the Utilizations repaid at the relevant Utilization Expiry Date may be reused or renewed by the Borrower according to the terms, and within the limits and conditions, provided for by this Agreement by the expiry date of the Period of Availability, subject, however, to the fact that, disregarding any different provision of this Agreement, the Utilizations existing at the Final Expiry Date shall be repaid, in a single instalment, at the Final Expiry Date.

(b)

In the event of renewal – pursuant to, and observing and without prejudice to the terms and conditions referred to in Article 5.2 (Renewal of Utilizations) above – of the amounts of a previous Utilization, if the amount forming the subject of renewal:

(i)

is lower than that of the previous Utilization, observing the limit laid down in Article (a), however, the Borrower shall repay the difference at the Utilization Expiry Date relating to the previous Utilization;

(ii)

coincides with that of the previous Utilization, it shall not give rise to any repayment or drawdown, without prejudice, in any event, to the Borrower’s obligation to pay, on the relevant Interest Payment Date, the interest and other charges accrued on the Utilization at any time.

(c)

At any time during the Period of Availability, the Borrower shall have the right to request the revocation of all or part, in amounts of not less than €500,000.00 (five hundred thousand) and, in any event, in multiples of €1,000,000.00 (one million), of the Total Commitment by sending – at least 5 (five) Business Days prior to the date on which the Borrower wishes the revocation to take effect – written notification to the Lending Bank indicating the amount forming the subject of revocation and the date planned for such revocation. At that date, the Total Commitment shall be deemed to be revoked and cancelled in an amount equal to the amount indicated by the Borrower in the aforesaid written notification and that amount may no longer be used by the Borrower, any obligation and/or liability held by the Lending Bank in that respect ceasing to apply.

(d)

As from 1 January 2023, the Borrower undertakes to ensure that, for at least 5 (five) consecutive Business Days (“Clean Down Period”) during the course of each twelve-month period as from the aforesaid date, the amount of the existing Utilizations – previously reduced by the value of the credit balances in the Group’s current accounts immediately free and available - does not exceed an amount equal to 50% (fifty per cent) of the Total Commitment existing at any time, it remaining understood that at least 6 (six) months must elapse between two consecutive Clean Down Periods.

(e)

The Borrower shall send the Lending Bank, by the Fifth Business Day after the end of the Clean Down Period, a certificate signed by a legal representative of the Borrower certifying the Borrower’s compliance with the provisions of paragraph (d) above.

7.             EARLY REPAYMENT AND CANCELLATION

7.1.             Compulsory early repayment – violation of the law

(a)

If the Lending Bank becomes aware that its participation in the Loan or the fulfilment of the obligations assumed by it pursuant to the Financial Documents has become illegal owing to (i) the violation of legal or regulatory provisions applicable thereto enacted after the Date of Signature or a change in the interpretation or application, by the authorities competent for that purpose, of a legal or regulatory provision applicable thereto or of the repeal of such provisions; and/or (ii) the enactment of binding regulations, provisions or directives by authorities performing control or supervisory functions in respect of the Lending Bank or by monetary, tax and exchange authorities (including the European Central Bank), and, on that account, the Loan provided by the Lending Bank has to be fully repaid, the Lending Bank shall promptly notify the Borrower thereof. At the Borrower’s request, the Lending Bank shall initiate negotiations in good faith in order to reach an agreement on possible remedies.

(b)

Following the notification referred to in paragraph (a) above, if the agreement referred to in the foregoing paragraph is not reached within 20 (twenty) Business Days as from the notification to be given as from that date or, in any event, if earlier, by the last day permitted by the applicable legislation:

(i)

the Revolving Credit Line shall be immediately and automatically cancelled and no longer available; and

(ii)

the Borrower shall immediately repay to the Lending Bank in full the amounts payable under the Agreement, the interest accrued and any other amount due pursuant to the Financial Documentation.

7.2.             Compulsory early repayment – Change of Control

(a)

For the purposes of this Article 7.2 (Compulsory early repayment – Change of Control), a “Change of Control” shall occur if, at any time, the Reference Shareholder ceases to hold, at any time, either directly or indirectly, an interest equal to 50.01% in the Borrower’s share capital representing, at any time, the majority of votes able to approve resolutions of the Borrower’s ordinary and (on the first call) extraordinary shareholders’ meeting and such as to determine the appointment of the majority of members of the Borrower’s board of directors, without prejudice in any event to the right of veto provided for the “B Shareholders” (as defined pursuant to the Borrower’s articles of association in force on the Date of Signature) as provided for by the Borrower’s articles of association in force on the Date of Signature.

(b)

The Borrower shall notify the Lending Bank immediately of any Change of Control for the purposes of the provisions of paragraph (a) above.

(c)

Following a Change of Control involving a change in the structure as described in paragraph (a) above, (i) the Revolving Credit Facility shall be immediately and automatically cancelled and no longer available; and (ii) the Borrower shall immediately repay the amounts due on the Revolving Credit Facility and pay the interest and any other amount due to the Lending Bank pursuant to the Financial Documents.

7.3.             Optional early repayment

The Borrower may, at its discretion, repay the Loan early at any time (except for the payment of the Costs of Reuse, if the early repayment does not coincide with the expiry of a Period of Interest), giving the Lending Bank not less than 5 (five) Business Days’ notice.

7.4.             Optional cancellation

The Borrower may cancel, in full or in part, the unused amount of the Revolving Credit Facility at any time, giving the Bank not less than 5 (five) Business Days’ notice.

7.5.             Other provisions

(a)

Notifications of repayment or cancellation sent by the Borrower pursuant to this Agreement shall specify the repayment date or effective cancellation date and the relevant amount forming the subject of repayment or cancellation.

(b)

Any early repayment pursuant to this Agreement shall be made together with the payment of the interest accrued on the amount forming the subject of repayment. No premiums or penalties shall be applied to early repayments, whether voluntary or compulsory, without prejudice in any event to any Costs of Reuse if the early repayment does not coincide with the expiry of a Period of Interest.

(c)

The Borrower may not cancel the Loan or repay any amount drawn down on the existing Revolving Credit Facility early apart from the cases expressly provided for by this Agreement.

(d)

The amounts of the Loan cancelled pursuant to this Agreement may not be subsequently made available to the Borrower again.

8.             INTEREST

8.1.             Calculation of interest

For the drawdown of the principal amount of the Revolving Credit Line, as from the relevant Utilization Date, the Borrower shall pay the Lending Bank an interest rate equal to the Benchmark Rate applicable to the relevant Period of Interest at any time plus the Margin (the “Interest Rate”).

It remains understood that, within 12 (twelve) months of the Date of Signature of this Agreement, the Borrower may exercise, by written notification to be sent to the Lending Bank, the option to apply suitable provisions for the adjustment of the Margin based on the trend of the sustainability indicators (the “Sustainability Option”). If the Borrower exercises the Sustainability Option, the Borrower and the Lending Bank shall negotiate the sustainability indices in good faith on the basis of the achievement of which the Margin shall be adjusted and the procedure for the adjustment of the Margin itself to achieve the aforesaid sustainability indices.

8.2.             Period of Interest

To calculate the interest payable by the Borrower on the Loan, the term of each period of interest shall be equal to 1 (one), 3 (three) or 6 (six) months depending on the choice made by the Borrower in the relevant Utilization Request (each one, a “Period of Interest”).

8.3.             Payment of Interest

(a)

The Borrower shall pay, in arrears, on the relevant Interest Payment Date and with the same value date, the interest accrued on the Loan at any time, at the Interest Rate. The interest calculated based on the Interest Rate shall be paid as provided for in Article 10 (Tax and Other Charges) of this Agreement.

(b)

If the Interest Payment Date does not fall on a Business Day, that Interest Payment Date shall be deferred to the immediately following Business Day in the calendar month in progress, or shall be brought forward to the immediately previous Business Day if the Interest Payment Date falls on a day (other than a Business Day) corresponding to the last day of the calendar month.

(c)

Notwithstanding any different provision of this Agreement, the last Period of Interest shall end no later than the Final Expiry Date.

8.4.             Default interest

(a)

In the event of late payment by the Borrower of any amount by way of principal due pursuant to this Agreement in relation to the Revolving Credit Facility, default interest shall be payable – calculated at a rate equal to the applicable Interest Rate plus 2 percentage points per annum on the aforesaid sums due and outstanding – for a period of time running from the day on which the payment should have been made (included) to the day of actual payment (excluded), it remaining understood that such period shall be subdivided into successive periods, each of which (apart from the first which shall commence on the day on which the payment should have been made (excluded)) shall run from the last day of the previous period and the term of each one shall be selected by the Lending Bank.

(b)

Without prejudice to the Bank’s right to declare this Agreement terminated owing to the Borrower’s default, default interest shall accrue, even in the event of application of the acceleration clause in respect of the Borrower, automatically, without the need for any notification of default.

8.5.             Notification of the applicable interest rate

The Interest Rate shall be (i) calculated by the Lending Bank for the number of actual days elapsed included in the Period of Interest, divided by 360 (three hundred and sixty) and (ii) shall be notified by the Lending Bank to the Borrower in writing within 2 (two) Business Days following receipt of the relevant Utilization Request by the Bank and, in any event, not after the relevant Utilization Date, without prejudice to the fact that the applicable Interest Rate shall be notified by the Lending Bank to the Borrower in writing promptly after the relevant Trading Day. It remains understood that the calculation of interest based on the actual calendar days divided by 360 (three hundred and sixty) has been expressly negotiated between the parties in relation to the EURIBOR and the Margin on the Revolving Credit Facility.

8.6.             Provisions regarding usury

It remains understood that, if the amount resulting from the sum of the Costs of Reuse (where due), the fees due pursuant to the Fee Letters, the Non-Utilization Fee, the Interest Rate, the default interest referred to in Article 8.4 (Default interest), and any other charge payable by the Borrower pursuant to the Financial Documentation exceeds the maximum limit permitted by Law No. 108 of 7 March 1996 (“Provisions regarding usury”) (as subsequently amended and/or supplemented) or any amount payable pursuant to the Financial Documents exceeds a compulsory maximum threshold imposed by mandatory legal provisions, that relevant amount shall be deemed to be automatically reduced to the maximum limit permitted by the applicable legislation.

9.             ALTERNATIVE RATES

9.1.             Non-listing by a Reference Bank

If:

(i)

the EURIBOR is determined based on the rates offered by the Reference Banks and on, or around, 15:00 (Brussels time) on the Trading Day for a Period of Interest no Reference Bank or just one Reference Bank provides the rates to determine the EURIBOR for that Period of Interest; and/or

(ii)

prior to the closing of European interbank market activities on the Trading Day for the relevant Period of Interest, if the cost that the Lending Bank has to bear to obtain the funding, from any source that may be selected, exceeds the EURIBOR applicable for the relevant Period of Interest;

then the Lending Bank shall promptly inform the Borrower thereof and the Interest Rate applicable to the relevant Period of Interest (and, with regard to the circumstance referred to in point (ii), up to expiry of the Period of Interest to which that circumstance applies or until an agreement is reached as provided for by Article 9.2 (Alternative rates)), shall be equal to the sum of the Margin and the annual percentage rate applicable to the Lending Bank to obtain funding (to be obtained from any source reasonably selected by the Lending Bank) of an amount corresponding to or approximately corresponding to the relevant Participating Share, it remaining understood, however, that such rate shall in any event be notified by the Lending Bank prior to the Interest Payment Date in question.

9.2.             Alternative rates

Without prejudice to the provisions of Article 9.3 (Replacement of the Euribor) below, upon the occurrence of one of the events provided for by Article 9.1 (Non-listing by a Reference Bank), at the request of the Lending Bank or the Borrower, the Lending Bank and the Borrower shall conduct negotiations for a period not exceeding 30 (thirty) consecutive calendar days to reach an agreement on the criteria for determining an alternative benchmark rate. Such alternative benchmark rate shall be binding on the Parties provided that the Lending Bank has given its consent thereto. It remains understood that, during the negotiations referred to in this Article 9.2 and until a binding agreement is reached between the Parties, the applicable Interest Rate shall be determined pursuant to Article 9.1 (Non-listing by a Reference Bank) of this Agreement.

9.3.             Substitution of the EURIBOR

(a)             Upon the occurrence of a Euribor Substitution Event, any amendment or waiver providing for:

(i)

the use of a Substitute Parameter; and

(ii)

any of the following items:

(1)

the alignment of any provision of a Financial Document to include the use of such Substitute Parameter;

(2)

the implementation of such Substitute Parameter for the calculation of interest pursuant to this Agreement (including, without any limitation, any resulting amendment requested in order to allow the use of such Substitute Parameter for the purposes of this Agreement);

(3)

the implementation of the market conventions applicable to such Substitute Parameter;

(4)

the insertion of suitable fallback (and market distortion) clauses with regard to such Substitute Parameter; or

(5)

the adaptation of the economic conditions in order to reduce or eliminate, insofar as is reasonably possible, any transfer of economic value from one Party to another as a result of the application of the aforesaid Substitute Parameter (and if any adjustment or method of calculating any adjustment has been formally designated, identified or recommended by the Competent Body, the adjustment in question shall be determined based on such designation, identification or recommendation);

may only be made with the consent of the Lending Bank and the Borrower.

(b)             For the purposes of this Article 9.3 (Substitution of the Euribor):

“Euribor Substitution Event” means, with regard to the Euribor:

(i)

the substantial amendment, in the opinion of the Lending Bank and the Borrower, in the methodology, formula or other means of calculation for determining the Euribor; or

(ii)

the occurrence of one of the following events:

(1)

(I)

the Euribor administrator or the relevant supervisor has publicly announced that such administrator is insolvent; or

(II)

information reasonably confirming that the Euribor administrator is insolvent has been published in any order, decree, notice, application or filing, howsoever described, presented to a court, tribunal, foreign exchange market, regulatory authority or similar administrative, regulatory or judicial body;

without prejudice to the fact that, in any event, on the date of the relevant announcement of the relevant information, there is no successor as administrator able to continue to provide the Euribor;

(2)

the Euribor administrator publicly announces that it has ceased or is ceasing to provide the Euribor permanently or indefinitely and, on that date, there is no successor as administrator able to continue to provide the Euribor;

(3)

the supervisor of the Euribor administrator publicly announces that the Euribor has not been or will no longer be published permanently or indefinitely;

(4)

the Euribor administrator or its supervisor publicly announces that the Euribor can no longer be used;

(5)

the supervisor of the Euribor administrator publicly announces, or publishes information affirming, that the Euribor is no longer or, as from a future specified date will no longer be, representative of the underlying market or of the economic reality whose function it is to measure and that its representativity will not be restored (as determined by that administrator).

“Competent Body” means any competent central bank, regulator or other supervisory authority or all such persons, or any working group or committee sponsored or chaired by, or formed on the request of, any of the aforesaid persons or the ‘Financial Stability Board’ (FSB).

“Substitute Parameter” means a benchmark rate that is:

(i)            formally designated, identified or recommended as a substitute for the Euribor by:

(1)           the Euribor administrator; or

(2)           any Competent Body;

if substitutions have been formally designated, identified or recommended, at the relevant time, pursuant to both paragraphs (1) and (2) above, the Substitute Parameter shall be that indicated pursuant to paragraph (2) above;

(ii)

based on the opinion of the Lending Bank and the Borrower, generally accepted on the (international and domestic) markets for syndicated loans as a suitable successor to the Euribor;

(iii)

based on the opinion of the Lending Bank and the Borrower, a suitable successor to the Euribor.

10.             TAX AND OTHER CHARGES

10.1.             Liability for Charges

Save as provided for in Article 24.4 (Charges relating to transfers), and except in cases where charges are payable as a result of an event of cases of use, pursuant to the Note to article 1, Tariff, part II, attached to Presidential Decree No. 131/1986, declaration, pursuant to article 22 of Presidential Decree No. 131/1986, or the voluntary registration of one or more Financial Documents or any acts or orders associated therewith by the Lending Bank (except in the case where such voluntary registration is necessary to establish, exercise, assert or render valid, effective or enforceable the rights held by such persons pursuant to this Agreement and the rest of the Financial Documents), the Borrower shall bear the costs relating to all stamp and registration taxes and other documentary Charges applicable to the signature, implementation and enforcement of the Financial Documents.

10.2.             Tax credits

In this Article 10 (Tax and other charges), “Tax Credit” means a credit accrued or tax relief on the payment of a Charge and/or other tax charges to be used for offsetting and/or for requesting repayment.

10.3.             Gross-up

(a)

The Borrower shall make all the payments due pursuant to the Financial Documents without the application of any Tax Withholdings, excluding the Tax Withholdings required by law.

(b)

If one of the Parties becomes aware that the Borrower is required to make a Tax Withholding, it shall promptly notify the other Parties thereof.

(c)

If a Tax Withholding is required by law, the amount of the payment due by the Borrower shall be increased by an amount (the “Additional Amount”) so that the amount received by the Lending Bank (net of the Tax Withholding, including in relation to the Additional Amount) is equal to the amount that the Lending Bank would have received in the absence of the Tax Withholding.

(d)

No Additional Amount shall be payable by the Borrower in respect of a Tax Withholding applicable to the payments due pursuant to this Agreement if, on the date on which the payment is due, the Lending Bank:

(i)

is not or has ceased to be a Qualified Bank for reasons other than a change in (or in the interpretation or application of) a legal or regulatory provision or a treaty for the avoidance of double taxation or in the official practice of the competent tax authority made after the date on which it became a Lending Bank;

(ii)

while identified as a Qualified Bank pursuant to letters (c) and (d) of the definition of “Qualified Bank” referred to in Article 1.1 above, it has failed to duly provide for the Borrower the documentation and/or information referred to in letter (g) below.

(e)

If a Tax Withholding must be applied by law, the Borrower shall pay it pursuant to the law, including the amount of the Tax Withholding on any Additional Amount paid.

(f)

Within 30 (thirty) days of the application of the Tax Withholding or of the payment made in relation to the Tax Withholding, the Borrower shall hand over to the Lending Bank the documentation providing evidence of the Tax Withholding made or, where applicable, of the payment to the competent tax authorities.

(g)

The Lending Bank, identified as a Qualified Bank within the meaning of letters (c) or (d) of the definition of “Qualified Bank” referred to in Article 1.1 (Definitions) above, undertakes to cooperate in order to provide the Borrower, within 5 Business Days prior to the interest payment date provided for by this Agreement, with any certification, document, including, where provide for, the Affidavit, the Declaration of Exemption (drawn up according to the model provided in Annex 6 (Declaration of Exemption) and/or information required for the Borrower to be able to make such payments without the application of any Tax Withholding.

10.4.             Tax indemnities

(a)

Save as provided for in paragraph (b) below, the Borrower undertakes to indemnify the Lending Bank and hold it harmless in respect of any cost, loss, charge or tax liability (by way of principal, interest and any penalties incurred by the Lending Bank) existing at any time, that it should incur, even following the full repayment of all the sums due pursuant to the Financial Documents, in relation to payments received or receivable pursuant to any of the Financial Documents, provided it is reasonably incurred and duly documented.

(b)

The provisions of paragraph (a) above shall not apply:

(i)

to the Charges paid by each Lending Bank calculated with regard to their taxable income (or those relating to an equivalent aggregate tax base as defined in the relevant national tax provisions on income tax, including, by way of example but not exhaustively, IRAP [regional production tax]); or

(ii)

if the cost, loss, charge or tax liability is offset by the Borrower pursuant to another provision of this Agreement or another Financial Document (or would have been if an exception to that provision had not applied); or

(iii)

to a FATCA Withholding; or

(iv)

if the cost, loss, charge or tax liability derives from the conduct or gross negligence of the Lending Bank.

(c)

If it believes it has a right to an indemnity pursuant to paragraph (a) above, the Lending Bank shall promptly notify the Borrower of the event that has or will give rise to the indemnity itself.

10.5.             Tax Credits

(a)

If the Borrower has provided a Tax Indemnity or paid an Additional Amount and the Lending Bank determines in good faith that:

(i) the Tax Indemnity or the payment of the Additional Amount has given rise to a Tax Credit; and

(ii) the Lending Bank has used that Tax Credit;

the Lending Bank shall pay the Borrower an amount which shall be determined by it in good faith, equal to the amount of the actual benefit derived for the aforesaid party from obtaining such Tax Credit, so that, after paying that amount to the Borrower, the Lending Bank is in the same position as it would have been in if the Additional Amount or the Tax Indemnity had not been payable by the Borrower. The Lending Bank is in no event required to keep the Borrower informed of its tax and accounting position.

If the Lending Bank makes a payment pursuant to paragraph (a) above and subsequently finds that the Tax Credit relating to which that payment was made was not allowed, or has been refused or that it is unable to use that Tax Credit in full, the Borrower shall, within 10 (ten) Business Days of the Lending Bank’s written request, repay to the Lending Bank itself an amount which shall be determined by it in good faith, so that, following such repayment, the same Lending Bank is in the same financial position, net of the tax effect, as it would have been in if the Tax Credit had been obtained and fully used and recognized.

10.6.             Value added tax

(a)

All amounts payable by the Borrower pursuant to this Agreement (including the amounts due by way of indemnity or repayment) shall be deemed to exclude VAT (or other similar Charges) applicable thereto. If such Charges should be applicable, the Borrower required to make the payment pursuant to this Agreement shall pay the amount of such Charges to the Lending Bank at the same time, as well as the amount owing by it.

(b)

The Loan transaction referred to in this Agreement constitutes a transaction falling within the scope of application of VAT as an exempt transaction, pursuant to articles 3 and 10(1)(1) of Presidential Decree No. 633 of 26 October 1972 (“VAT Decree”).

10.7.             FATCA Withholding

(a)

Each Party may apply the FATCA Withholding required by the FATCA Legislation, and make the payments requested with regard to the FATCA Withholding, and no Party shall be required to increase the payment liable to the FATCA Withholding or in any event to indemnify the beneficiary in respect of the payment made in relation to the FATCA Withholding.

(b)

Each Party aware of its obligation to apply a FATCA Withholding in relation to a payment due by it (or of changes in the rate of the FATCA Withholding) shall promptly notify the beneficiary of the payment, the Borrower and the Lending Bank thereof.

11.             HIGHER CHARGES

11.1.             Higher Charges

Save as provided for below in this Article 11 (Higher Charges), the Borrower shall pay to the Lending Bank, within 10 (ten) Business Days of the relevant written request, the amount of any Higher Charge borne by the Lending Bank following:

(a)

the introduction of a legal or regulatory provision, or a change in a legal or regulatory provision; or

(b)

a change in the interpretation or application of a legal or regulatory provision;

after the Date of Signature;

or, alternatively, repay in full the portion of the Loan provided by the Bank, and pay the interest and any other amount due within 30 (thirty) Business Days of the information notice referred to in Article 11.3 (Information Notice) of this Agreement.

11.2.             Exceptions

The Borrower shall not be required to make any payments owing to Higher Charges if the Higher Charge:

(a)

is offset pursuant to another provision of this Agreement (or is not owing to an express exception to that provision);

(b)

is represented by the overall net income tax of the Lending Bank or one of its Associates;

(c)

is attributable to the default by the Lending Bank or by one of its Associates on legal or regulatory provisions; or

(d)

is attributable to a FATCA Withholding.

11.3.             Information Notice

The Lending Bank shall inform the Borrower of the circumstances giving rise to the Higher Charge and the amount thereof determined in good faith.

12.             COOPERATION

12.1.             Cooperation

(a)

The Lending Bank, on consultation with the Borrower, shall endeavor to mitigate the effects of events or situations giving rise or that may give rise to:

(i)

a Tax Indemnity or Higher Charge borne by the Borrower;

(ii)

the Lending Bank’s right to request the early repayment or cancellation of the Loan owing to violation of the law; or

(iii)

reserve charges imposed by the European Central Bank.

(b)

The Lending Bank shall not be required to undertake any action pursuant to this Article 12.1 (Cooperation) if that may cause it any loss, based on the Lending Bank’s reasonable opinion.

(c)

The Borrower shall be required to indemnify the Lending Bank for all costs and expenses reasonably borne and duly documented by the Lending Bank following any measure adopted by it pursuant to this Article 12.1 Cooperation).

12.2.             Management of the Lending Bank’s activities

Notwithstanding any other provision of this Agreement, the Bank:

(a)

may freely manage and organize its activities (in the tax field and in any other field) without any constraints or interference;

(b)

shall not be required to disclose any data or information on its activities (in the tax field or in any other field) or on the procedure for determining its own tax burden.

13.             PAYMENTS

13.1.             Place

Save as otherwise specified, all the payments to be made to the Lending Bank pursuant to the Financial Documents shall be made into the Current Account indicated by the Lending Bank.

13.2.             Currency

The payments to be made to the Lending Bank pursuant to the Financial Documents shall be made in euros with value established on the date on which the payment is due and at the time and with the procedure specified by the Lending Bank having regard to market practice in the place and with regard to the currency of payment.

13.3.             Foreign Currencies

(a)

The amounts relating to the repayment of costs and expenses shall be payable in the currency in which they have been incurred.

(b)             Any other amount payable pursuant to the Financial Documents shall be payable in euros.

13.4.             Business Days

If a payment pursuant to the Financial Documents has to be made on a date that is not a Business Day, the payment shall be made on the immediately following Business Day or, if that Business Day falls in the following month, on the immediately previous Business Day, provided in any event that it is not after the Final Expiry Date.

13.5.             Due Dates

If the Financial Documents do not expressly indicate when a certain amount is due, the relevant payment shall be made within 5 (five) Business Days of the Lending Bank’s request.

13.6.             Partial payments

Without prejudice to the provisions of Article 5.1 (Utilizations), if not otherwise provided for, if the Lending Bank receives a partial payment of the amount due and payable by the Borrower, that payment shall be allocated in accordance with the Financial Documentation in the following order of application:

(i)

firstly, to the repayment of the expenses, fees and indemnities payable by the Borrower to the Lending Bank, pursuant to this Agreement;

(ii)

secondly, to the payment to the Lending Bank of the Costs of Reuse, if due;

(iii)

thirdly, to the payment to the Lending Bank of any default interest accrued on the Amount drawn down by the Borrower prior to or on the date on which the early repayment is made and any surplus amount to the payment of interest accrued up to that date;

(iv)

fourthly, to the repayment to the Lending Bank of the amounts drawn down on the existing Revolving Credit Line.

14.             REPRESENTATIONS

14.1.             Representations

The Borrower represents and warrants to the Lending Bank for itself and, where applicable, for its Subsidiaries, as indicated in this Article 14 (Representations), save as otherwise expressly permitted by the other provisions of this Agreement.

14.2.             Capacity

(a)

The Borrower is a limited company set up in the form of a joint-stock company, regularly established and existing in accordance with the current legal provisions and has full legal capacity to carry out the activities currently carried out.

(b)

Each Relevant Subsidiary is a limited company regularly established and existing in accordance with the current legal provisions and has full legal capacity to carry out the activities currently carried out.

14.3.             Powers

The Borrower may validly conclude and implement and has obtained and is in possession of any authorization necessary to validly conclude and implement the Financial Documents to which it is or will be a party and the transactions provided for by them and such authorizations are valid and effective.

14.4.             Validity

The obligations assumed by the Borrower pursuant to the Financial Documents are binding, valid and effective in accordance with the respective terms and conditions.

14.5.             Absence of violations of the law, articles of association or contracts

(a)

Neither the signature nor the implementation by the Borrower of the Financial Documents or of the transactions contemplated therein violates:

(i)

any legal or regulatory provision applicable thereto;

(ii)

any provision contained in its articles of association; or

(iii)

any agreement or other act binding on the Borrower, if such violation may have a Material Adverse Effect.

(a)

The signature and implementation of the Financial Documents are instrumental to the achievement of the purpose sought by the Borrower as indicated in its objects.

14.6.             Absence of Material Events

(a)

No Material Event exists or will occur as a result of signature of the Financial Documents or the performance of any of the transactions provided for therein.

(b)

No event exists that constitutes default pursuant to any agreement or other act binding on the Relevant Subsidiaries that may have a Material Adverse Effect.

14.7              Authorizations

Each Relevant Subsidiary is in possession of all the authorizations necessary to carry out its activities as carried out up to the Date of Signature.

14.8              Basic Balance Sheet

(a)

The Basic Balance Sheet has been drawn up clearly and substantially in accordance with the Accounting Principles.

(b)

As from the date of the Basic Balance Sheet, there has been no change in the Group’s asset, economic or financial position that might have a Material Adverse Effect.

14.9              Financial statements, half-yearly reports and monthly reports

(a)

The annual financial statements submitted to the Lending Bank at any time pursuant to Article 15.1 (Financial statements and half-yearly reports) have been drawn up in accordance with the Accounting Principles and provide a true and fair view of the asset and financial position and of the economic result for the financial year of the company to which they refer or, if consolidated, of the Group, at the reference date.

(b)

The half-yearly reports submitted to the Lending Bank at any time pursuant to Article 15.1 (Financial statements and half-yearly reports) provide a true view of the Group’s economic and asset position at the reference date.

(c)

As from the date of the most recent financial statements and half-yearly reports submitted to the Lending Bank pursuant to this Agreement, no change has occurred in the Group’s activities or asset, economic or financial position such as to give rise to a Material Adverse Effect.

14.10            Fulfilment of the legal obligations

(a)

The Borrower and the other Relevant Subsidiaries have correctly complied with all the legal and regulatory provisions applicable thereto, including the tax, social security and environmental provisions, default on which may have a Material Adverse Effect.

(b)

As far as the Borrower is aware, no-one among the Borrower, any of its Subsidiaries and Associates or the directors, managers, employees, agents and/or representatives thereof is involved on the date of signature of this Agreement in any activities or conduct that could significantly violate a legal or regulatory provision on combating bribery, corruption, money laundering and terrorist financing in any relevant jurisdiction and each of such companies has adopted and maintains policies and procedures in order to prevent the violation of such legal or regulatory provisions.

14.11            Fulfilment of the contractual obligations

The Borrower and the other Relevant Subsidiaries have not defaulted on any contract arranged or obligation assumed within the scope of their activities, in cases in which default may have a Material Adverse Effect.

14.12            Disputes

No disputes exist or have been threatened in writing against any Relevant Subsidiary that are reasonably likely to have an unfavorable outcome and that, in the event of an unfavorable outcome, are such as to give rise to a Material Adverse Effect.

14.13            Charges

(a)

Each Relevant Subsidiary has duly and fully paid any relevant Charge payable by it, except for the Charges forming the subject of bona fide disputes for which it has set aside a suitable reserve in accordance with the Accounting Principles.

(b)

No claim has been made against any Relevant Subsidiary in relation to any Charge and/or social security or welfare contribution such as to give rise to a Material Adverse Effect.

(c)

The Relevant Subsidiaries are not required to make outstanding payments based on a payment card or other similar collection document such as to give rise to a Material Adverse Effect.

(d)

The Relevant Subsidiaries have submitted, within the periods and in the manner stipulated by law, all income declarations, other tax declarations and documentation relating to the social security and welfare contributions that have to be submitted by them. Such declarations and such documentation accurately observe all the Relevant Subsidiaries’ tax and contribution obligations for the relevant reference periods.

(e)

Each Relevant Subsidiary has regularly, correctly and promptly collected and paid all the withholdings applicable by law on the sums paid by them.

14.14            Intellectual and Industrial Property

(a)

Each of the Relevant Subsidiaries has the legitimate use of all the Intellectual and Industrial Property necessary to carry out its activities as currently carried out.

(b)

The Intellectual and Industrial Property of each of the Relevant Subsidiaries is valid and does not violate third party rights, either in Italy or abroad (within the limits in which the invalidity or violation may have a Material Adverse Effect) and the same companies have free use and full availability thereof.

14.15            Ownership and availability of assets

Each of the Relevant Subsidiaries has the free availability or the legitimate use of all the tangible and intangible capital goods necessary to carry out its activities.

14.16            Accuracy and completeness of the information

(a)

All the information supplied by the Borrower to the Lending Bank with regard to the Financial Documents is true, complete and accurate from any material aspect on the date on which it has been issued or that on which it is established that it is repeated.

(b)

No Relevant Subsidiary has failed to provide any information which, if known, could render the information supplied false or misleading from any material aspect e.

14.17            Pari passu

The payment obligations assumed by the Borrower pursuant to the Financial Documents are not subordinate to any unsecured obligation assumed by the Borrower and shall at least place them at the same level in relation to the rights of all the Borrower’s other unsecured and non-subordinated creditors, except for the privileges established by law.

14.18            Insolvency

On the Date of Signature, no Relevant Subsidiary is insolvent or is any of the situations provided for by articles 2446 and 2447 of the Civil Code or 2482, 2482-bis and 2482-ter of the Civil Code (or, in the case of non-Italian companies, by similar provisions applicable) or is subject to business crises or temporary difficulties in fulfilling its obligations or is in any position that may give rise to the liquidation or winding-up thereof. No Relevant Subsidiary has been declared bankrupt, or has undertaken any action to make any declaration of bankruptcy or to subject any of them to any other insolvency proceedings or to voluntary liquidation or winding-up.

14.19            Financial indebtedness

On the Date of Signature, no Relevant Subsidiary has defaulted on any obligation assumed in relation to its Financial Indebtedness.

14.20            Insurances

Each Relevant Subsidiary has arranged and holds adequate insurance policies in accordance with the criteria normally adopted in the sector in which it operates.

14.21            Related-Party Transactions under market conditions

Each Relevant Subsidiary performs transactions with its Related Parties under market conditions.

14.22            Centre of main interests and establishment

The Borrower declares that its “centre of main interests”, according to the definition provided in Article 3(1) of Council Regulation (EC) No. 1346/2000 of 29 May 2000 on insolvency proceedings (the “2000 Regulation”) and the definition provided in Article 2(4) of Council Regulation (EC) No. 848/2015 on insolvency proceedings (the “2015 Regulation”), is situated in the territory of the Italian Republic and also declares that it has no other “establishment”, according to the definition provided in Article 2(h) of the 2000 Regulation and in Article 2(10) of the 2015 Regulation, in any other jurisdiction.

14.23            Sanctions

Neither the Borrower nor any member of the Group nor, as far as the Borrower is aware, any of the relevant directors is currently the object of any Sanction, subjected to Sanctions or in violation of any Sanction.

14.24            Financial assistance

The Borrower represents and warrants that no amount of the Loan is or will be used by it for the performance of transactions for the purchase of or subscription for shares in the Lending Bank (or other instruments enabling it to purchase or subscribe for shares in the Lending Bank) in violation of article 2358 of the Civil Code, even though subsidiary companies, trusts or through an intermediary.

14.25            Anti-corruption, anti-money laundering and combating terrorist financing

The Borrower declares that:

(i)             it and each of the Relevant Subsidiaries have adopted and maintain internal protocols and procedures in order to prevent violations of the provisions on anti-corruption, anti-money laundering and the combating of terrorist financing and have carried out, in any event within the limits required by the applicable legislation, any activities necessary to prevent the violation of any rule on anti-corruption, anti-money laundering and the combating of terrorist financing; and

(ii)             neither it nor any Relevant Subsidiary nor any director, manager, executive or employee of such companies has violated any legislation applicable to the Relevant Subsidiaries on anti-corruption, anti-money laundering and combating terrorist financing.

14.26            Repetition and renewal of the representations

(a)

The representations referred to in this Article 14 (Representations) are issued by the Borrower on the Date of Signature.

(b)

Except in the case where a representation refers to a specific date, each representation shall be deemed to be repeated by the Borrower on the date of dispatch of each Utilization Request and of each Renewal Request, on each Utilization Date and on the Final Expiry Date.

(c)

When a representation is repeated, it refers to the state of affairs existing at the time of the repetition.

15                 OBLIGATIONS TO PROVIDE INFORMATION

15.1              Financial statements

The Borrower undertakes to send the Lending Bank, even in electronic format, within 180 days of the end of the financial year:

(i)

its financial statements, certified by a leading firm of auditors; and

(ii)

the Group’s consolidated financial statements (if there are Associates of the Borrower) certified by a leading firm of auditors;

15.2              Form of the financial statements

(a)

The Borrower undertakes to ensure that each financial statement sent to the Lending Bank pursuant to Article 15.1 (Financial statements) is drawn up in accordance with the Accounting Principles and all applicable legal or regulatory provisions.

(b)

The Borrower undertakes to ensure that each annual financial statement submitted to the Lending Bank at any time pursuant to Article 15.1 (Financial statements) provides a true and fair view of the asset and financial position of the Borrower or, if consolidated, of the Group, on the date on which it has been drawn up.

15.3              Certificate of Compliance

(a)

The Borrower shall send the Lending Bank a Certificate of Compliance together with each financial statement to be sent pursuant to this Agreement.

(b)

The Certificate of Compliance shall be signed by an authorized signatory and accompanied by a report signed by the Group auditors which shall be in line with the standards of the Associazione Italiana Revisori Contabili.

15.4              Information - miscellaneous

The Borrower shall provide the Lending Bank with the following:

(a)

promptly after delivery thereof, a copy of all the documents submitted by the Borrower to its creditors in general (or categories of creditors);

(b)

promptly, once it becomes aware thereof, reasonably detailed information on any dispute in which a Relevant Subsidiary is involved that will have a reasonably unfavorable outcome or that, in the event of an unfavorable outcome, will give rise to a Material Adverse Effect;

(c)

promptly, the information and documentation requested by the Bank for the purposes of observance of Law No. 231/2001 and/or the anti-money-laundering legislation (know your customer); and

(d)

promptly, on written request, a list of its Subsidiaries updated from time to time.

15.5              Notification of a Material Event

The Borrower undertakes to promptly inform the Lending Bank of any Material Event (and of any actions undertaken to remedy it), once it becomes aware of the occurrence thereof.

15.6              Financial year

Any change in the date of the financial year made by the Borrower shall obtain the Lending Bank’s prior, written consent (which may not be unreasonably refused). In such event, the Parties, acting in good faith and with due diligence, shall make any relevant amendment to the Financial Documents.

15.7              FATCA information notice

(a)

Save as provided for in paragraph (c) below, each Party shall, within 10 Business Days of another Party’s reasoned request:

(i)

confirm whether it is or is not an Exempt FATCA Person;

(ii)

provide the documentation and information on its status pursuant to the FATCA Legislation reasonably requested by the Party or by the Sub-Participant in order to fulfil its obligations pursuant to the FATCA Legislation; and

(iii)

provide the documentation and information on its status reasonably requested by the Party in order to fulfil its obligations pursuant to any applicable legislation (including legislation on the exchange of information).

(b)

If a Party has confirmed that it is an Exempt FATCA Person pursuant to paragraph (a) above and subsequently becomes aware that it does not hold that capacity, or that it ceases to be an Exempt FATCA Person, it shall promptly give the other Party reasoned notification thereof.

(c)

It remains understood that paragraph (a) above shall not bind the Lending Bank, and that paragraph (a)(iii) above shall not bind any Party, to perform any acts that may, in their reasonable opinion, constitute a violation of a law or regulation applicable thereto or a fiduciary obligation or a confidentiality constraint binding thereon.

(d)

If a Party fails to confirm that it is an Exempt FATCA Person and fails to provide the documentation and information requested pursuant to paragraphs (a)(i) and (a)(ii) above, that Party shall not be considered to be an Exempt FATCA Person for the purposes of the Financial Documents, until the Party or Sub-Participant provides the confirmation, documentation and other information requested pursuant to this Article.

16            FINANCIAL COMMITMENTS

(a)             1. Definitions

For the purposes of this Article 16 (Financial commitments):

“Acceptable Bank” means:

(a)   any bank that has a short-term minimum credit rating of A-2 issued by Standard & Poor’s Rating Services, F2 by Fitch Ratings Ltd or P-2 by Moody’s Investor Services Limited or, in the case of a bank established and having its principal place of business in Italy and authorized by Banca d’Italia, that has a short-term minimum credit rating of A-3 issued by Standard & Poor’s Rating Services, F3 by Fitch Ratings Ltd or P-3 by Moody’s Investor Services Limited or any bank or bank subsidiary operating in countries having a lower credit rating than those indicated above, provided that it belongs to a banking group with a credit rating at least equal to those indicated above; or

(b)   any other bank or other financial person approved by the Bank at the Borrower’s request.

“Cash and other instruments that may be readily liquidated” means, at a consolidated level, cash, including credit balances in bank current accounts provided they are immediately free and available; and:

(a)

certificates of deposit maturing within one year of the relevant Calculation Date, issued by an Acceptable Bank;

(b)

investments in bonds issued or backed by the government of the USA, UK or a Member State of the European Union (excluding Greece), or by their government entities or agencies with a similar rating, maturing within one year of the relevant Calculation Date, provided they are not convertible into other securities;

(c)

investments that can be liquidated in not more than thirty days in monetary or currency funds that have a minimum rating of A1+ issued by S&P or P1 by Moody’s and that invest mainly in transferable securities with the characteristics referred to in paragraph (c) above;

(d)

assets under management mandate with the following characteristics:

management characterized by a risk management measure represented by a maximum VaR of 5% over a timespan of one month with a confidence interval of 99%;

management characterized by a Benchmark investment strategy, with the presence of securities representing the risk capital, or in any event convertible into risk capital, and units and/or shares in balanced, share or flexible CIUs, up to 45% of the asset value;

(e)

assets invested in 100% protected capital Certificates issued by leading Italian banks, listed on the Borsa Italiana;

(f)

assets invested in Luxembourgian Sicav or Bond, Balanced, Flexible or Multi-Asset Mutual Investment Funds, with a maximum SRRI indicator (Kiid risk indicator) equal to 3 (medium/low);

(g)

other transferable securities approved by the Lending Bank.

“Extraordinary Cost” means any cost or expense that has been incurred once only as an exception and is extraordinary and non-recurring in nature.

“Calculation Date” means, as from 31 December 2022, included, 30 June and 31 December each year.

“Consolidated EBITDA” means, at a consolidated level, without any duplication of calculations:

(a)             the net profit or loss; plus

(b)             direct taxes, IRAP and any extraordinary loss; minus

(d)             any impairment, except for the impairment of trade receivables, Consolidated Net Financial Charges, goodwill amortization, apportionments to risk provisions, apportionments to the bad debt provision, other apportionments, amortization and depreciation of tangible and intangible fixed assets and any effect deriving from the application of IAS 17 and the relevant documents of interpretation even if not provided for by the Accounting Principles that may be deduced from the Borrower’s consolidated financial statements.

“Financial Indebtedness” means any indebtedness relating to:

(a)           financing and loans of any type made with any technical form;

(b)           bonds and credit instruments issued in any form and similar instruments;

(d)

assignments of receivables and discount transactions, except for assignments of receivables without recourse with factoring companies as provided for by Accounting Principle 15 (“Receivables”) of the Consiglio Nazionale dei Dottori Commercialisti and of the Consiglio Nazionale dei Ragionieri [National Association of Accountants], as amended by the OIC (Organismo Italiano di Contabilita);

(e)

payment deferred by more than 180 (one hundred and eighty) days of the purchase price of any goods or services;

(f)

transactions in derivatives (to that end, the mark to market value of the derivative if negative is deemed to be the value of the transaction o);

(g)

any counter guarantee or indemnity provided in respect of guarantees, bonds, letters of credit or other similar instruments issued by a bank, a financial intermediary or an insurance; and

(h)

without any duplication, any guarantee, indemnity or similar commitment relating to any of the items referred to in paragraphs (a) to (e) above.

“Consolidated Net Financial Indebtedness” means, at a consolidated level, the Financial Indebtedness related to the Group at any time referred to in paragraphs (a) to (e) of such definition, minus the Cash and other instruments that may be readily liquidated.

“Consolidated Net Financial Charges” means, at a consolidated level:

(a)

the cost of interest and fees relating to financial indebtedness except for the Financial Indebtedness deriving from and/or concerning:

(i)

transactions in derivatives (to that end, the mark to market value of the derivative if negative being considered to be the value of the transaction);

(ii)             any counter guarantee or indemnity or similar commitment provided by the Borrower;

(iii)

the Non-Utilization Fee and the Subscription and Structuring Fee; plus

(b)

exchange rate losses deriving from Financial Indebtedness expressed in currencies other than the euro or from other transactions performed in order to cover the exchange rate risks, costs and losses deriving from transactions performed in order to cover the risks of variation in interest rates and bank charges and fees, not capitalized; minus

(c)

interest receivable, exchange rate gains deriving from financial indebtedness expressed in currencies other than the euro or from other transactions performed in order to cover the exchange rate risks and revenues and profits deriving from transactions performed in order to cover the risks of variation in the interest rates.

“Net Worth” has the meaning attributed to the item “NET WORTH” by Article 2424 (Balance sheet content) of the Civil Code, to be calculated at the consolidated level and in the light of accounting principle OIC 28.

“Reference Period” means a period of 12 (twelve) months ending on a Calculation Date.

16.2.             Financial commitments

The Borrower undertakes to observe the following financial commitments:

(a)

leverage ratio: the Consolidated Net Financial Debt on each Calculation Date shall not be higher than 2.5 times the Consolidated EBITDA for the Reference Period ending on that Calculation Date.

(b)

PFN/PN: [Net Financial Position/Net Worth]: the Consolidated Net Financial Debt on each Calculation Date shall not be higher than 2 times the Net Worth for the Reference Period ending on that Calculation Date.

16.3.             Reporting periods

The financial commitments referred to in Article 16.2 above (Financial commitments) shall be:

(a)

calculated based on the Accounting Principles;

(b)

checked, based on the data supplied by the Borrower with reference to the Reference Period, on each Calculation Date; and

16.4.             Accounting Principles

(a)

The Borrower undertakes to inform the Lending Bank of any change in the Accounting Principles on the basis of which the certified consolidated financial statements have been prepared and to promptly provide the Lending Bank with the following:

(i)

a full description of such changes; and

(ii)

sufficient information to enable it to make a suitable comparison between the financial position illustrated in the financial statements prepared based on the principles forming the subject of change and the financial position illustrated in the more recent certified financial statements sent to the Lending Bank pursuant to this Agreement.

(b)

In the event of a change in the Accounting Principles by the Borrower or by any of its Subsidiaries, the procedure for calculating the financial commitments referred to in Article 16.2 (Financial commitments) shall be redefined by the Borrower and subsequently checked in good faith by the Lending Bank (or by third parties appointed by it) to take such change into account. If that is not possible, the check on the financial commitments shall continue to be made based on the Accounting Principles adopted on the Date of Signature.

16.5.             Remedies in the event of violation of the financial commitments

(a)

Violation, on any Calculation Date, of the commitments referred to in paragraphs (a) or (b) of Article 16.2 (Financial commitments) may be remedied by the payment of Own Resources to the Borrower (the “Relevant Amount”) within 30 Business Days of submission to the Lending Bank of the Certificate of Compliance indicating such violation, for an amount at least such as to allow, correcting the value thereof, observance of the financial commitment violated. Within that period, the Borrower shall provide the Lending Bank with a certificate, duly signed by an authorized representative of the Borrower, indicating that the financial commitment violated and recalculated pro forma taking into account the payment of the Relevant Amount complies with the provisions pursuant to Article 16.2 above.

(b)

The payment of the Relevant Amount shall be deemed to be (i) attributed to reducing the Net Financial Indebtedness; and (ii) made on the first day of the Reference Period.

(c)

The provision set out in paragraph (a) shall not be applied more than once during the lifetime of the Loan.

17.           COMMITMENTS

17.1.             Commitments

The Borrower’s obligations pursuant to this Article 17 (Commitments) shall remain in force until the claims held by the Lending Bank in respect of the Borrower deriving from this Agreement and from the Financial Documents have been fully satisfied.

17.2.             Authorizations

(a)

The Borrower shall promptly obtain, maintain and comply with the terms of any authorization required by legal or regulatory provisions in force in the individual countries in which it operates and necessary for it to be able to fulfil its obligations.

(b)

The Borrower undertakes to obtain and maintain all necessary authorizations to carry out its activities as carried out at any time.

17.3.             Fulfilment of the legal obligations

The Borrower shall fulfil all the legal and regulatory provisions applicable thereto (including environmental and tax laws), in cases where default shall be such as to give rise to a Material Adverse Effect.

17.4.             Pari passu

The Borrower shall ensure that its obligations deriving from the Financial Documents are not subordinate to any other obligation assumed by it, apart from the privileges laid down by law.

17.5.             Change of activities

The Borrower undertakes not to substantially change its activities in relation to those carried out on the Date of Signature.

17.6.             Mergers, extraordinary transactions and allocated assets

(a)

The Borrower undertakes not to perform Extraordinary Transactions that may give rise to a Material Adverse Effect without the Lending Bank’s prior consent which shall not be unreasonably refused and in any event without prejudice to any treasury share purchase transaction which the Borrower shall be entitled to perform for a maximum amount not exceeding that stipulated by its articles of association at any time.

(b)

It further remains understood that, if the Borrower is involved in a merger transaction, the person resulting from such merger shall be the Borrower.

(c)

The Borrower undertakes not to allocate assets to a specific matter pursuant to articles 2447 bis et seq. of the Civil Code.

17.7.             Intellectual and Industrial Property

The Borrower shall maintain the validity of its Intellectual and Industrial Property and take any measure necessary or reasonably appropriate to protect the Intellectual and Industrial Property against any unpermitted enjoyment or use, within the limits in which it is necessary to avoid a Material Adverse Effect.

17.8.             Maintenance of insurance cover

The Borrower shall insure its activities and its assets with suitable insurance policies in accordance with the criteria normally adopted in the sector in which they operate.

17.9.             Charges

The Borrower undertakes to:

(a)

ensure that all the Charges howsoever payable by it at any time (including following changes in the tax regime or administrative regulations) are promptly and correctly paid within the periods permitted by law, except for any Charges disputed in good faith for which the Borrower shall promptly set up a suitable reserve or provide evidence, reasonably satisfactory to the Lending Bank, of the unfounded nature of the relevant claim;

(b)

submit, within the times and in the manner laid down by law, all income declarations, all other tax declarations and the documentation relating to the social security and welfare contributions, laid down by laws and regulations on taxes and contributions and ensure that such declarations and documentation accurately respect all tax and contribution obligations for the relevant reference periods;

(c)

regularly, correctly and promptly collect and pay the withholdings laid down by law applicable on the sums paid by it; and

(d)

 maintain residence for tax purposes in Italy.

17.10.             Auditors

The Borrower undertakes to ensure that its consolidated financial statements are subjected to audit at any time and that the auditors are PricewaterhouseCoopers, Ernst & Young, KPMG o Deloitte & Touche or any other leading firm of auditors appointed by the Borrower.

17.11.             Collaboration in case of a Material Event

If a Material Event occurs, the Borrower undertakes to collaborate with the Lending Bank when the latter investigates the scope and consequences of such events as well as the circumstances giving rise thereto.

17.12.             Shareholder loans

The Borrower shall ensure that any loan provided by its shareholders (or by Subsidiaries or Associates thereof) is subordinate (by way of principal and interest) to the full repayment of the Loan.

17.13.             Sanctions

The Borrower shall not use income from the Loan, either directly or indirectly, or render such income otherwise available to any associate, joint venture partner or other person: (i) in order to finance any activities or undertaking of or with a person or in a country or territory that, at the time of such financing, is a Sanctioned Party or a Sanctioned Country; (ii) or otherwise cause a violation of the Sanctions by anyone, including the Lending Bank.

17.14.             Negative Pledge

(a)

Without prejudice to the provisions of Article 17.14 (b) below, the Borrower undertakes not to grant to third parties Real Guarantees and/or personal guarantees with an aggregate value of more than €100,000,000 during the lifetime of the Loan (the “Guarantees Threshold”) without the prior consent of the Lending Bank, which may not be unreasonably refused.

(b)

The aggregate value of the Guarantees Beyond the Threshold existing at any time may never be taken into consideration for the purposes of calculating the Guarantees Threshold referred to in paragraph (a) above.

17.15.             Acquisitions

The Borrower undertakes, in relation to any acquisition of share capital of a company, a business or a business branch (the “Target”) whose value, to be calculated in the aggregate with the value of the other acquisitions made by the Borrower at any time in relation to the 12-month period preceding the acquisition of the Target as from the Date of Signature, is more than €200,000,000.00 (the “Acquisitions Threshold”), to submit to the Lending Bank, within 5 (five) Business Days preceding the proposed completion date of the acquisition of the Target and provided that the Acquisitions Threshold is actually exceeded, a declaration signed by an Authorized Signatory confirming that the financial commitments referred to in Article 16.2 (Financial commitments), calculated pro-forma, are observed during the Reference Period (as defined pursuant to Article 16.1 (Definitions) expired on the Calculation Date immediately preceding the completion date of the acquisition of the Target, it remaining understood that such declaration shall indicate the calculation methodology and the values used for such certification and without prejudice to the fact that the methodologies used for the calculations for certification purposes shall comply with the provisions of this Agreement (and in particular with Article 16 (Financial commitments)).

For the purposes of this Article 17.15 (Acquisitions):

“enterprise value” of an acquisition means the sum of the fee that would be payable for the acquisition (including the relevant costs and expenses) of 100% of the share capital of the company, business or business branch forming the subject of the Acquisition and the Financial Indebtedness of the company, business or business branch forming the subject of the acquisition at the time of the acquisition, net of the Cash and other instruments that may be readily liquidated remaining in the company, business or business branch after the acquisition; and

“value” means the portion forming the subject of acquisition of the enterprise value of the company, business or business branch acquired or to be acquired.

It remains understood in any event that the Permitted Acquisition must be deemed to be expressly permitted pursuant to this Agreement and, therefore, completion of the Permitted Acquisition by the Borrower will not cause a violation of the provisions of this Agreement or an event deriving therefrom, pursuant to Article 18 (Material Events) of this Agreement;

17.16.             Loans

The Borrower undertakes not to agree to and/or grant any financing, loan, personal guarantee or other credit facility or in any event be an active party pursuant to any Financial Indebtedness to third parties other than the Group companies.

17.17.             Financial assistance

The Borrower undertakes not to use any amount of the Loan to perform transactions for the purchase of or subscription for shares in the Lending Bank (or other instruments enabling it to purchase or subscribe for shares in the Lending Bank) in violation of article 2358 of the Civil Code, even through subsidiary companies, trusts or through an intermediary.

17.18.             Anti-corruption, anti-money laundering and combating terrorist financing

The Borrower undertakes, for itself and for the other Relevant Subsidiaries:

(i)

not to request any use of the Revolving Credit Facility, or to use and ensure that the other Relevant Subsidiaries and their respective directors do not use, the income from the Revolving Credit Facility through the granting of loans or to render such income otherwise available to any subsidiary, joint venture or other person for any purpose that may give rise to a violation of the applicable legislation, including regulations, on anti-corruption, anti-money laundering and combating terrorist financing at any time applicable to the Borrower and to the Group;

(ii)

to observe, and to ensure that each Relevant Subsidiary observes, in carrying out its business activities, the legislation, including regulations, on anti-corruption, anti-money laundering and combating terrorist financing at any time applicable to the Borrower and to the Group; and

(iii)

to maintain internal protocols and procedures to promote and ensure observance of the legislation, including regulations, on anti-corruption, anti-money laundering and combating terrorist financing at any time applicable to the Borrower and to the Group.

17.19.             Clean Up Period

(A)             Without prejudice to the provisions of paragraph (B) below, and notwithstanding any different, additional provision of the Financial Documents, any:

(i)

inaccuracy, incompleteness and untruthfulness of a representation or warranty issued by the Borrower, even for and on behalf of the Group Companies and/or the Relevant Subsidiaries, pursuant to Article 14 (Representations) of this Agreement; or

(ii)

violation of a commitment or obligation assumed by the Borrower, even for and on behalf of the Group Companies and/or the Relevant Subsidiaries, pursuant to Articles 15 (Obligations to provide information) and 17 (Commitments) of this Agreement; or

(iii)

Material Event pursuant to Article 18 (Material Events) of this Agreement;

shall not constitute an inaccuracy, incompleteness or untruthfulness of representations and warranties, or a violation of commitments or obligations, or shall not be deemed to be a Material Event, if:

(a)

it refers to the company forming the subject of the Permitted Acquisition or of any additional future acquisitions made by the Borrower in accordance with the provisions of this Agreement; and

(b)

it has taken place during the course of the 9 (nine) months after the completion date of the relevant acquisition; and

(c)

it would have constituted (in the absence of this provision) an inaccuracy, incompleteness or untruthfulness of representations and warranties, or a violation of commitments or obligations, or a Material Event, in each case, solely with regard to Sofar S.p.A. and/or any additional companies whose interests are acquired by the Borrower in the future in accordance with the provisions of this Agreement; and

(d)

it can be remedied and reasonable measures have been undertaken to remedy it; and

(e)

the circumstances giving rise thereto have not been caused or approved by the Borrower on the Utilization Date or thereafter; and

(f)            it does not have a Material Adverse Effect; and

(g)           it is effectively remedied within 9 (nine) months of the completion date of the relevant acquisition.

(B)

If the aforesaid violations persist after expiry of the 9^th (ninth) month following the completion date of the relevant acquisition, the applicable provisions of this Agreement shall apply.

18.             MATERIAL EVENTS

18.1.             Material Events

Each of the events described in this Article 18 (Material Events) constitutes a Material Event.

18.2.             Non-payment

Non-payment on the due date of any amount payable by the Borrower pursuant to the Financial Documents with the procedure laid down by them, unless the non-payment:

(a)           is due solely to technical or administrative errors in the transfer of the funds; and

(b)           is made within 5 (five) Business Days of the due date.

18.3.             Financial commitments

Without prejudice to the provisions of Article 16.5 (Remedies in the event of violation of the financial commitments), the Borrower’s default on the provisions of Article 16 (Financial commitments).

18.4.             Default on other obligations

The Borrower’s default on the provisions of the Financial Documents (save as provided for in Article 18.2 (Non-payment) or in Article 18.3 (Financial commitments)) or in Article 17 (Commitments) of this Agreement, unless such default

(i)            can be remedied; and

(ii)

is remedied within 20 (twenty) days of the earlier of the Lending Bank’s notification of default and the date on which the Borrower becomes aware of the default itself.

18.5.             Truthfulness of the declarations

The untruthfulness of any material aspect of any one of the declarations issued or repeated by the Borrower in any of the Financial Documents or in any document submitted by the Relevant Subsidiaries or on their own behalf pursuant to the Financial Documents, unless the state of affairs can be amended in such a way as to remedy the untruthfulness within 15 (fifteen) days of the earlier of the Lending Bank’s notification of the untruthfulness and the date on which the Relevant Subsidiaries become aware of the untruthfulness itself.

18.6.             Insolvency

The occurrence in respect of the Borrower of one of the following circumstances:

(i)            it is, or is considered for legal purposes, unable to regularly fulfil its obligations or is in any event insolvent;

(ii)           it admits its incapacity to regularly pay its debts when they fall due;

it ceases to pay its debts or indicates its intention to that effect for reasons other than a bona fide dispute over the relevant payment obligations;

(iii)

owing to financial difficulties, it commences negotiations with its creditors in order to ensure that its debt is rescheduled;

(iv)

it falls into any of the situations provided for by Article 2447 of the Civil Code or 2482, 2482-bis and 2482-ter of the Civil Code (or, in the case of non-Italian companies, by similar applicable provisions) and such situation is not remedied within the legal periods applicable at any time; or

(v)           a moratorium is declared in relation to its indebtedness or part thereof.

18.7.             Insolvency proceedings

(a)

Save as provided for below, the occurrence of one of the following circumstances in respect of the Borrower:

(i)

the commencement of negotiations by, and or the resolution of the competent corporate body of, the Borrower to commence negotiations for the restructuring of its debt through an arrangement with creditors, a recovery plan pursuant to article 67 of Royal Decree No. 267 of 16.3.1942 and the restructuring agreements pursuant to article 182-bis or the former article 182-septies of Royal Decree No. 267 of 16.3.1942, n. 267, a transfer of assets to creditors or similar agreements with its creditors;

(ii)

the calling of a shareholders’ meeting for liquidation (or application for liquidation) or for submission of the application for admission to insolvency proceedings or the approval of such resolution;

(iii)

the submission or notification by a party of an application for admission to insolvency proceedings;

(iv)

the issue of an order for admission to insolvency or liquidation proceedings; or

(v)

the commencement in a jurisdiction of proceedings similar to those mentioned above.

(b)

Paragraph (a) shall not apply to the filing of an application for bankruptcy (or the initiation of other insolvency proceedings in any jurisdiction) submitted by a creditor, if (i) the application is disputed in good faith and with due diligence; (ii) the company concerned demonstrates to the Lending Bank that the application is clearly unfounded; and (iii) the application is extinguished within 45 (forty-five) Business Days.

18.8.             Suspension, interruption or change of activities

A Relevant Subsidiary suspends, interrupts or threatens to suspend or interrupt, or substantially changes its activities if such suspension, interruption, threat of suspension or interruption or substantial change in activities may have a Material Adverse Effect.

18.9.             Worsening of the claims

The occurrence of an event or a series of events (associated or otherwise) that have a Material Adverse Effect.

18.10.             Cross Default

The Borrower, within thirty days of the relevant due dates, defaults on any of its payment obligations to third parties deriving from the Borrower’s Financial Indebtedness, other than the Loan, for an amount exceeding €20,000,000.00 and/or the Borrower receives a repayment request from any bank or lending institution prior to the normal due date in relation to the Borrower’s Financial Indebtedness, other than the Loan (which results in termination of or withdrawal from the relevant contract due to a cause attributable to the Borrower) which is not followed within third days of the period indicated in the relevant repayment request with a payment or an agreement with the relevant entities and whenever such repayment request relates to a payment obligation for an amount exceeding €20,000,000.00.

18.11.             Remedies in case of a Material Event

(a)

If a Material Event exists, the Lending Bank shall have the right, to be exercised by written notification to the Borrower, to:

(i)

declare the occurrence of a Material Event; and/or

(ii)

withdraw from this Agreement; and/or

(iii)

declare that the acceleration clause shall be applied against the Borrower; and/or

(iv)

in the case of the Material Events described in Article 18.2 (Non-payment), 18.3 (Financial commitments) and 18.4 (Default on other obligations), terminate this Agreement pursuant to article 1456 of the Civil Code.

(b)

In the event of withdrawal, application of the acceleration clause or termination pursuant to paragraph (a) above:

(i)

the Loan shall be immediately cancelled; and

(ii)

the Borrower shall repay to the Lending Bank in full any amount drawn down on the Loan, together with the interest accrued, default interest (if due) and fees up to the day of actual repayment, plus costs and expenses and any other amount due pursuant to the Financial Documentation, within 5 (five) Business Days as from the date of receipt of the notification referred to in paragraph (a) above.

(c)

The remedies provided for in this Article 18.12 (Remedies in case of a Material Event) shall be added to any remedy made available by the Bank pursuant to the law.

19.             PROOF

19.1.             Statements of account

The Lending Bank’s statements of account relating to this Agreement shall provide proof in any location and for all purposes of the claims against the Borrower except in the event of a material error, without prejudice to the Borrower’s right to subsequently dispute payment of the relevant item.

19.2.             Accounting records and results

The Lending Bank’s accounting records and results relating to the Financial Documents shall provide proof in any location and for all purposes of the claims indicated therein except in the event of a material error, without prejudice to the Borrower’s right to subsequently dispute payment of the relevant item.

19.3.             Calculation

The interest and fees payable pursuant to this Agreement shall accrue on a daily basis and shall be calculated for the actual number of days elapsed based on a year of 360 days.

20.             FEES

20.1.             Non-Utilization Fee

For the granting of the Revolving Credit Facility, the Borrower shall pay a non-utilization fee (the “Non-Utilization Fee”) in an amount equal to 13 bps of the amount of the Total Commitment not used and not cancelled at any time, as from the Date of Signature up to the end of the Period of Availability. Such Non-Utilization Fee shall be paid in arrears (i) on a half-yearly basis as from the Date of Signature; (ii) on the last day of the Period of Availability; and (iii) on the amounts cancelled, on the date on which the cancellation takes effect pursuant to this Agreement.

20.2.             Subscription or Structuring Fee

The Borrower shall pay the Lending Bank a subscription or structuring fee (the “Subscription or Structuring Fee”) in an amount equal to 15 bps of the Total Commitment (equal to €225,000.00 (two hundred and twenty-five thousand)).

The Subscription and Structuring Fee shall accrue on the Date of Signature and shall be paid to the Lending Bank on the Date of Signature.

20.3.

For the purposes of payment of the Non-Utilization Fee and the Subscription and Structuring Fee (the “Fees”), the Borrower henceforth grants the Lending Bank an irrevocable mandate, as also conferred in the interests of the representative pursuant to article 1723(2) of the Civil Code – expressly authorizing it for that purpose – to debit the Current Account for a sum corresponding to the amount payable by the Borrower to the Lending Bank for the payment of the Fees due pursuant to paragraphs 21.1 and 20.2 above.

21.             INDEMNITIES AND COSTS OF REUSE

21.1.             Indemnities for currency

(a)

The Borrower undertakes to indemnify the Lending Bank with regard to any documented harmful consequence, higher cost or expense (without any duplication in relation to any further harmful consequence, higher cost or expense forming the subject of indemnity by the Borrower pursuant to the Financial Documents) incurred by the Lending as a result of:

(i)

payment to the Lending Bank of any amount payable by the Borrower pursuant to the Financial Documents; or

(ii)

conversion of that amount pursuant to a judgment, decree or other judicial or arbitration order; in a currency other than the currency having legal tender in Italy;

(b)

Save as otherwise required by law, the Borrower shall waive any rights it holds in any jurisdiction relating to the possibility of paying any amount pursuant to the Financial Documents in a currency other than the currency in which the amount has to be paid.

21.2.             Other indemnities

(a)

The Borrower undertakes to indemnify the Lending Bank with regard to any loss, cost, harmful consequence or funding expenditure incurred by it as a result of:

(i)

the occurrence of a Material Event;

(ii)

the non-payment by the Borrower of any amount pursuant to a Financial Document on the due date;

(iii)

(unless it is attributable to the Lending Bank) the failure to draw down a Utilization following dispatch of a Utilization Request;

(iv)

the lack of early repayment of the Loan (or part of the Loan) pursuant to a notification of early repayment; or

(v)

the activities carried out by the Borrower if it reasonably considers that a Material Event exists.

(b)

The Borrower’s liability in each of the cases indicated above shall include any harmful consequence or funding expenditure, assumed or incurred to meet any amount payable pursuant to any Financial Document, any amount repaid or any Utilization.

21.3.             Costs of Reuse

(a)

The Borrower undertakes to pay the Lending Bank the Costs of Reuse incurred by it.

(b)

The Lending Bank shall inform the Borrower of the amount of the Costs of Reuse requested by the Lending Bank pursuant to this Article 21 (Indemnities and Costs of Reuse).

22.             COSTS AND EXPENSES

22.1.             Initial costs

The Borrower shall bear directly or, as appropriate, repay to the Lending the overall duly documented amount of the costs and expenses (including legal expenses in the amount agreed separately and notarial expenses) reasonably incurred by the Lending Bank in relation to the negotiation, drafting and signature of the Financial Documents.

22.2.             Subsequent costs

Save as provided for in paragraph (b) of Article 24.4 (Charges relating to the Transfers) and Article 22.1 (Initial Costs), the Borrower shall repay to the Lending Bank the overall duly documented amount of the costs, fees and, in the amount agreed separately, legal and notarial expenses and expenses of other advisors reasonably incurred by the Bank in relation to:

(a)

the negotiation, drafting and signature of any Financial Document signed after the Date of Signature; and

(b)

any amendment, waiver or consent requested by, or on behalf of, the Borrower or specifically permitted by this Agreement.

22.3.             Costs of enforcement

The Borrower shall repay to the Lending Bank the overall amount of the costs and expenses (including legal and notarial expenses) incurred by the Lending Bank in relation to the protection or enforcement of any right held by it pursuant to a Financial Document.

23.             CHANGES AND WAIVERS

23.1.             Procedure

Save as provided for in Article 23.2 (Exceptions) below, any provision contained in the Financial Documents may be amended or waived solely with the consent of the Borrower and the Lending Bank.

23.2.             Exceptions

The Lending Bank’s rights or powers pursuant to the Financial Documents:

(a)           may be exercised whenever necessary;

(b)          are cumulative and not exclusive; and

The lack of or late exercise of the Lending Bank’s powers or rights pursuant to the Financial Documents shall not constitute waiver by the Lending Bank in any event.

24.             CHANGE IN THE PARTIES

24.1.             Transfers by the Borrower

The Borrower may not transfer any of the Financial Documents or the rights deriving therefrom without the Lending Bank’s prior consent.

24.2.             Transfers by the Lending Bank

(a)

The Lending Bank (the “Existing Lending Bank”) may assign or transfer, in full or in part, its Participating Share (a “Transfer”) to a Qualified Bank, or, solely in the case referred to in paragraph 24.2(c)(ii) below, to any third party duly authorized to carry out public financing activities pursuant to the legislation applicable at any time (the “Transferee”) with the procedure laid down in this Article 24.2.

(b)

Each Transfer shall be classified as a partial transfer of contract (or transfer of rights and releasing takeover of obligations). The Transferee shall take over the transferor’s share in this Agreement and in the other Financial Documents to which the Existing Lending Bank is a party, including all active and passive obligations connected therewith, without, however, constituting novation of this Agreement, the Financial Documents or any of the obligations provided for therein.

(c)

The Transfer shall take place following the Borrower’s written consent (which may not be unreasonably refused or delayed and shall be deemed to be given if not expressly refused within 15 (fifteen) Business Days of the request), without prejudice to the fact that the Borrower henceforth gives its consent to the Transfer if it takes place in respect of:

(i)

a Subsidiary or associate company or company forming part of the Lending Bank’s group; or

(ii)

any person whenever one of the Material Events described in Articles 18.2 (Non-payment), 18.3 (Financial commitments), 18.6 (Insolvency) and 18.7 (Insolvency proceedings) exists.

(d)

Following completion of a Transfer made pursuant to Article 24.3 (Transfer Procedure) and with effect from the Transfer Date:

(i)

the Existing Lending Bank shall be released from the obligations transferred pursuant to the Certificate of Transfer (and from any relevant obligation assumed pursuant to the Financial Documents); and

(ii)

the Transferee shall become a party to this Agreement in the capacity of Lending Bank and to the Financial Documents to which the Existing Lending Bank was a party in the capacity indicated in each Financial Document and shall assume obligations equal to those from which the Existing Lending Bank shall be released pursuant to paragraph (i) above.

(e)

The Lending Bank may, with the Borrower’s prior, written consent which shall be deemed to be tacitly given, however, 15 Business Days after the relevant request, transfer all or part of its rights and obligations deriving from this Agreement, or transfer all or part of the receivables held in respect of the Borrower deriving from this Agreement, even pursuant to and for the purposes of Law No. 130 of 30 April 1999, provided that (i) the role of “Servicer” is performed by the Lending Bank; and (ii) following the transfer, all the decisions relating to the Loan previously made by the transferring Lending Bank shall be taken, within the scope of the mandate assigned thereto, by the relevant Servicer independently.

(f)

The Lending Bank may freely use the receivables deriving from the Loan at any time as “non-negotiable assets” to be set up as a guarantee in favor of the European Central Bank and/or Banca d'Italia for the refinancing transactions performed by the latter within the scope of the "Abaco" (collateralized bank assets) procedure, as regulated by the provisions governing the "Eurosystem’s monetary policy instruments" in force at any time, or within the scope of any other equivalent procedure existing at any time, it remaining understood that such use of the receivables (i) shall not release the Lending Bank from its obligations pursuant to the Financial Documents; and (ii) shall not give rise to the payment by the Borrower of any amount and shall not include the granting of greater rights than those provided in favor of the Lending Bank pursuant to the Financial Documents.

24.3.             Transfer Procedure

(a)

A Transfer shall be deemed to be completed when the Existing Lending Bank signs the Certificate of Transfer and submits to the Borrower a Notification of Transfer, together with an up-to-date copy of Annex 1 (Lending Bank).

(b)

The Transfer shall take effect as from the date of the Notification of Transfer or, if later, as from the date indicated in the Notification of Transfer (the “Transfer Date”).

(c)

The Borrower notes and accepts that the submission of the Notification of Transfer by the Lending Bank to the Borrower shall constitute adequate notification of the Transfer pursuant to and for the purposes of article 1407(1) of the Civil Code.

(d)

Any reference in this Agreement to the Lending Bank shall include the new Lending Bank but shall exclude the Existing Lending Bank if its Participating Share is equal to zero.

24.4.             Charges relating to Transfers

(a)

Stamp and registration taxes and other similar Charges applicable to the Transfers (including those relating to each Certificate of Transfer) and the relevant costs and expenses (including legal and notarial expenses) shall be borne solely by the Transferee except in the event that the Transfer takes place when a Material Event exists.

(b)

If:

(I)

the Lending Bank makes a Transfer or changes its Operational Branch; and

(II)

as a result of the circumstances existing on the Transfer Date or the change of Operational Branch, the Borrower is required to pay and Additional Amount, Tax Indemnity or Higher Charge;

the Borrower shall be required to pay such Additional Amount, Tax Indemnity or Higher Charge solely in the amount that it would have been required to pay such amounts even if the Transfer or change of Operational Branch had not occurred.

25.             CONFIDENTIALITY

(a)

Each Party shall keep confidential and use for the purposes of this Agreement, and in any event for the Party’s ordinary activities, the confidential information and data supplied to it by, or on behalf of, another Party in relation to the Financial Documents. However, each Party may disclose information:

(i)

that is in the public domain, provided it is not a result of violations by the Party of this Article 25 (Confidentiality);

(ii)

in connection with any dispute;

(iii)

if it is required to do so pursuant to any legal or regulatory provision or a judicial or arbitration order, requested by any regulatory or tax authority, in connection with disputes, legal, judicial and arbitration proceedings or investigations and/or any public and/or independent authority;

(iv)

to the persons indicated in letter (f) of Article 24.2 (Transfers by the Lending Bank) above and in the context of the transactions described therein;

(v)

to its executives, employees, agents, auditors, collaborators and/or professional advisors and to the executives, employees, auditors, agents, collaborators and/or professional advisors of its Associates;

(vi)

within the limits permitted by paragraph (b) below; or

(vii)

with the consent of the other Parties.

(b)

The Lending Bank may disclose to an Associate or to any other person with which the Lending Bank has arranged an agreement including ordinary confidentiality obligations in view of the possible assignment or transfer of or participation in the Revolving Credit Facility a “participant”):

(i)

a copy of any Financial Document; and

(ii)

any information that the Lending Bank has acquired pursuant to or in relation to any Financial Document.

(iii)

The Lending Bank recognizes and accepts that some of the information supplied to it pursuant to the Financial Documents may constitute inside information pursuant to the legislation applicable at any time and that the use of such information may be limited or precluded pursuant to such legislation, including, by way of example and not exhaustively, the legal or regulatory provisions on abuse of inside information and market manipulation. The Lending Bank undertakes to use the information supplied to it pursuant to the Financial Documents in accordance with the legal and regulatory provisions applicable at any time.

(i)

any person to which it intends to transfer all or part of this Agreement or the receivables deriving here from and to any group company, subsidiary or branch, legal representative, director, executive, employee, agent, collaborator and/or advisor of such person (including, if such person is a fund, any other fund managed by the same manager);

(ii)

any person with which contracts are arranged for the more efficient allocation and/or distribution of the credit risk in respect of the Borrower, or the rate and/or foreign exchange risk;

(iii)

any person with which the Lending Bank intends to perform transactions relating to the receivables held in respect of the Borrower and deriving from this Agreement;

(iv)

any company or third party with which the Lending Bank intends to conclude, either directly or indirectly, any “sub-participation” or any transaction pursuant to which payments must or may be made in relation to the Financial Documents (including any insurers, reinsurers, brokers, insurance companies with which the Lending Bank intends to arrange an insurance policy in relation to the Financial Documents), and any subsidiary or branch, legal representative and/or advisor to that company or entity;

(v)

any person investing in or otherwise financing (or that may potentially invest in or otherwise finance), directly or indirectly, one of the transactions referred to in paragraphs (i), (ii), (iv) or (v) above;

(vi)

any rating agency (including advisors thereto);

(vii)

any of their legal advisors or any notary involved in any of the circumstances indicated above;

information relating to the Agreement and the Financial Documents which they considered to be reasonably necessary for the transfer transactions referred to above provided that the person to which the information is notified has signed (prior to notification thereof) a confidentiality undertaking reasonably acceptable to the Borrower and the Lending Bank.

(d)

The provisions of this Article 25 (Confidentiality) shall remain in force for a period of 12 (twelve) months as from the first of the following dates: (i) the date of termination of this Agreement; and (ii) the date on which a Party has transferred its rights deriving from this Agreement.

26.             OFFSETTING

(a)

Each payment to be made by the Borrower shall be calculated and made without any deductions or offsetting against amounts (due or otherwise) payable to the Borrower.

(b)

The payments to be made by the Borrower may not be suspended or delayed even in the event of a dispute, even if judicial, brought by the Borrower or by third parties or howsoever based on any legislative, administrative or judicial order. Any exception, including those regarding offsetting, may only be applied after payment.

27.             PARTIAL INVALIDITY

If any provision of a Financial Document is or becomes invalid or ineffective in any jurisdiction, such a circumstance shall not have any impact on:

(a)

compliance with the law or the validity or efficacy in that jurisdiction of any other provision of the Financial Documents; or

(b)

compliance with the law or the validity or efficacy in other jurisdictions of that or any other provision of the Financial Documents..

28.             COMMUNICATIONS

28.1.             Form of communications

(a)

All communications relating to the Financial Documents shall be made in writing and, unless otherwise established, may be delivered by hand or sent by post, telex, fax, email or other electronic means of communication approved by the Lending Bank.

(b)

For the purposes of the Financial Documents, communications sent in electronic format shall be deemed to be sent in writing.

(c)

Save as otherwise provided for, any consent or agreement requested pursuant to the Financial Documents shall be issued in writing.

28.2.             Address

(a)

For any communication pursuant to the Financial Documents, the Borrower indicates the following address:

Alfasigma S. p.A.

Via Ragazzi del 99, n. 5

40133 - Bologna

Email:           francesco.balestrieri@alfasigma.com;                 simona.cascia@alfasigma.com

stefano.pasi@alfasigma.com

Certified email: ALFASIGMASPA@LEGALMAIL. IT

FAO: Francesco Balestrieri

(b)

For any communication pursuant to the Financial Documents, the Lending Bank indicates the following address:

UniCredit S. p.A.

Large Corporate Centro Nord

Via de' Pescioni, n. 10

501 23 - Florence

Email: carmine.salzillo@unicredit.eu

Certificated email: CIB65021-PEC@PEC.UNICREDIT.EU

FAO: Carmine Salzillo.

28.3.             Validity

(a)

Save as provided for below, any communication relating to the Financial Documents shall be deemed to have reached its destination:

(i)             if delivered by hand or sent by letter, at the time of delivery;

(ii)             if sent by email or certified email or other electronic instrument, upon receipt in a legible form.

(b)

Communications received on a day that is not a Business Day or after 17:00 shall be deemed to have been received on the following Business Day in that location.

29.             TAX TREATMENT

(a)

This Agreement, together with the relevant amending and implementing deeds, is not subject to the registration obligation, other than upon the occurrence of an event of (a) a case of use, pursuant to the Note to article 1, Tariff, part II, attached to Presidential Decree No. 131/1986, (b) declaration, pursuant to article 22 of Presidential Decree No. 131/1986; and (c) voluntary registration.

(b)

Upon the occurrence of an event giving rise to registration of the Agreement, deeds relating to transactions falling within the scope of VAT – even under the exemption regime, pursuant to article 10(1) of Presidential Decree No. 633/1972 – shall be liable to fixed registration tax, pursuant to articles 5 and 40 of Presidential Decree No. 131/1986.

(c)

Stamp tax on the Agreement, on the relevant amendments, on the statements of account on the loan report and on the related guarantees shall not be payable if the transaction is settled in a current account held by the Borrower with the Lending Bank, and the substitute effect of the stamp tax paid on the statements of current account therefore applies, pursuant to article 13, paragraph 2-bis, Note 3-ter, Tariff, Part I, Annex A to Presidential Decree No. 642 of 26.10.1972.

30.             AGREEMENT FORMING THE SUBJECT OF INDIVIDUAL NEGOTIATION

The Parties recognize and confirm that this Agreement, the Financial Documents and all the economic conditions provided for therein have been the object of individual negotiation pursuant to article 1, Section II of the so-called ‘Provisions on the Transparency of Banking and Financial Transactions and Services’ issued by Banca d’Italia on 29 July 2009, as subsequently amended and supplemented, respectively, on 20 June 2012 following the incorporation of the Directive on electronic money institutions (with publication in the Gazzetta Ufficiale della Repubblica Italiana [Official Gazette of the Italian Republic] on 30 June 2012) and, finally, on 18 June 2019 (with publication in the Gazzetta Ufficiale della Repubblica Italiana on 5 July 2019) (the Transparency Provisions) and, on that account, the Agreement, the Financial Documents [and] all the economic conditions provided for therein shall fall into the category of contracts ‘forming the subject of individual negotiation’ which are exempt from the application of the provisions contained in Section II of the Transparency Provisions. Consequently, the Agreement is not subject to the provisions of articles 1341 and 1342 of the civil code.

31.             APPLICABLE LAW AND JURISDICTION

31.1.             Applicable law

This Agreement is governed by Italian law.

31.2.             Jurisdiction

In the event of any dispute over the Financial Documents, the Court of Milan shall have sole competence.

31.3.             Election of domicile

In the event of any dispute over the Financial Documents, the Borrower irrevocably elects domicile at its registered office.

ANNEX 1

Lending Bank

Original Lending Bank	Participating Share (euros)
UniCredit S.p.A.	150,000,000.00

ANNEX 2

Conditions precedent

Part I – Conditions precedent for the efficacy of the Agreement

A copy of the Borrower’s memorandum and articles of association, if different from those already in the Lending Bank’s possession.

If adopted, a copy of the resolution of the Borrower’s board of directors approving the terms of the Financial Documents and the transactions provided for therein or a copy of the documentation certifying the powers of one or more persons authorized to sign the Financial Documents to which the Borrower is a party.

Specimen signature of the persons authorized to sign the Financial Documents and all the documents and communications provided for by the Financial Documents, if such persons are different from those who have already filed their signatures with the Lending Bank.

Certificate of validity (containing certification of the absence of insolvency proceedings) of the Borrower issued by the Companies Register on a date not more than 7 (seven) Business Days prior to the Date of Signature.

Documents relating to ‘Know your customers’ and the money laundering legislation with a positive result of the relevant procedures and, only if necessary for the purposes of observance of Law No. 231/2001 and the money laundering legislation (know your customer) submit documentation in addition to that already submitted to the Lending Bank, if different from that already in the Lending Bank’s possession.

Original of the declaration made by a legal representative of the Borrower certifying that each document listed in Part I (Conditions precedent for the efficacy of the Loan Agreement) of this Annex 1 (Conditions precedent) is (as appropriate) true, complete, effective, agrees with the original and is in force on the Date of Signature.

7.             A copy of the Basic Balance Sheet.

Part II - Conditions Precedent for the drawdown and/or renewals of the Utilizations

Absence, on the date of the relevant Utilization Request and/or Renewal Request and on the relevant Utilization Date and/or renewal date, of any Material Event.

On the date of the relevant Utilization Request and/or Renewal Request and on the relevant Utilization Date and/or renewal date, the truthfulness, accuracy and correctness of the representations and warranties made pursuant to this Agreement.

ANNEX 3

Part I – Utilization Request

To:

[UniCredit S.p.A.] [•]

[Date]

Loan Agreement for an overall sum of € [•]

on [•] (the “Loan Agreement”)

We refer to the Loan Agreement indicated above. The terms used in this Utilization Request shall have the meaning attributed to them in the Loan Agreement.

1.             We are applying to benefit from the Utilization indicated below:

Utilization Date: [•];

Amount: € [•];

Period of Interest: [1/3/6] months.

2.             We confirm that:

(a)

the conditions precedent referred to in Article 4 (Conditions precedent and subsequent) of the Loan Agreement have been fulfilled;

(b)

on the date hereof, the representations and warranties contained in the Loan Agreement are true and complete and no Material Event exists or will occur as a result of the Utilization.

We hereby authorize your institution to credit the sums referred to in paragraph 1 above to the current account IBAN [•] in the name of [•] pursuant to and for the purposes of Article 5.1 (Utilizations) of the Loan Agreement.

For and on behalf of

[Borrower]

Part II – Renewal Request

To:

[UniCredit S.p.A.] [•]

[Date]

Loan Agreement for an overall sum of € [•]

on [•] (the “Loan Agreement”)

We refer to the Loan Agreement indicated above. The terms used in this Utilization Request shall have the meaning attributed to them in the Loan Agreement.

1.             We wish to renew the Utilization indicated below:

Renewal date: [•];

Amount: € [•];

Period of Interest: [1/3/6] months.

We confirm that, on the date hereof, the representations and warranties contained in the Loan Agreement are true and complete and no Material Event exists or will occur as a result of the Utilization.

3.             We hereby authorize your institution:

(a)             to debit the current account IBAN [•] in our name and opened at [•] for an amount equal to €

[•] on / by way of interest on the Revolving Credit Facility.

(b)

[if the amount forming the subject of renewal is lower than the Utilization when due] to debit the current account IBAN [•] in our name and opened at [•] for an amount equal to € [•] on / by way of repayment of the Revolving Credit Facility.

For and on behalf of

[Borrower]

ANNEX 4

Transfer Documents

Part I

Certificate of Transfer

[On the Existing Lending Bank’s headed paper]

[New Lending Bank]

Date: [•]

Loan Agreement for an overall sum of € [•]

on [•] (the “Loan Agreement”)

Dear Sirs,

We refer to the Loan Agreement as we set out our proposal below (the “Proposal”).

Where not otherwise defined, the terms used with a capital letter in this Certificate of Transfer shall have the meaning referred to in the Loan Agreement.

[•] in the capacity of Existing Lending Bank transfers to [•] in the capacity of Transferee [its Participating Share/the amount of € [•]] to be applied to the Revolving Credit Facility pursuant to Article 24.3 (Transfer Procedure) of the Loan Agreement.

The proposed date for the transfer is [•].

The Transferee declares and confirms, for the benefit of the Existing Lending Bank and without any liability for the Borrower, that it is a person duly authorized to carry out public financing activities in Italy pursuant to the legislation applicable at any time.

As from the effective date of the transfer, the Transferee shall become a party to the Loan Agreement in the capacity of Lending Bank and to the other Financial Documents to which the Existing Lending Bank is a party in the capacity of Lending Bank.

The Transferee’s date for the purposes of the Loan Agreement are as follows:

[credit references/administrative references/payment instructions].

[The Transferee is classified as a Qualified Bank pursuant to letter [•] of the definition of “Qualified Bank” referred to in Article 1.1.]

The Transfer referred to in this Certificate of Transfer shall take effect as from the recording thereof by the Lending Bank.

This Certificate of Transfer is governed by Italian law.

If you agree with the foregoing, please reproduce the wording of the contractual proposal on your headed paper and submit a copy thereof signed by you to indicate your full and unconditional acceptance.

[Existing Lending Bank]

Part II

Notification of Transfer

[On the Lending Bank’s headed paper]

To:

[Borrower]

Date: [•]

Loan Agreement for an overall sum of € [•]

on [•] (the “Loan Agreement”)

1.             Where not otherwise defined, the terms used with a capital letter in this Notification of Transfer shall have the meaning referred to in the Loan Agreement.

2.             We hereby submit the Certificate of Transfer signed between [Existing Lending Bank] and

[New Lending Bank] and an up-to-date version of Annex 1 (Original Lending Bank) to the Loan Agreement.

3.             We confirm that the [New Lending Bank] [falls/does not fall] under the definition of Qualified Bank.

4.             The effective date of the Transfer shall be [•].

[Lending Bank]

ANNEX 5

Model Certificate of Compliance
[On the Borrower’s headed paper]

To:

UniCredit S. p.A.

[•]

Date: [•]

Loan Agreement for an overall sum of € [•] on [•] (the “Loan Agreement”)

We refer to the Loan Agreement indicated above. The terms with an initial capital used in this certificate shall have the meaning attributed to them in the Loan Agreement.

1.             This document is a Certificate of Compliance.

2.             It is confirmed that on [insert relevant Calculation Date]:

(a)           ratio between Consolidated Net Financial Indebtedness and Consolidated EBITDA:

the Consolidated Net Financial Indebtedness for the Reference Period ending on [insert relevant Calculation Date] was equal to [•] and the Consolidated EBITDA for the Reference Period ending on [insert relevant Calculation Date] was equal to [•]; consequently, the ratio between Consolidated Net Financial Indebtedness and Consolidated EBITDA for the Reference Period ending on [insert relevant Calculation Date] was equal to [•] where the relevant ratio referred to in the Loan Agreement is equal to [•];

(b)           ratio between Consolidated Net Financial Indebtedness and Net Worth:

the Consolidated Net Financial Indebtedness for the Reference Period ending on [insert relevant Calculation Date] was equal to [•] and the Net Worth for the Reference Period ending on [insert relevant Calculation Date] was equal to [•]; consequently, the ratio between Consolidated Net Financial Indebtedness and Net Worth for the Reference Period ending on [insert relevant Calculation Date] was equal to [•] where the relevant ratio referred to in the Loan Agreement is equal to [•];

3.             Details of the calculations producing the results referred to in paragraph 2 above are attached.

4.             We confirm that no Material Event exists on [insert relevant Calculation Date].

ANNEX 6

Declaration of Exemption

The undersigned [Name of legal representative], domiciled at [Domicile of the Lending Bank], legal representative of [Name of the Lending Bank] with registered office at via [•], [•], with a share capital of [•],

Whereas

Pursuant to article 26, paragraph 5-bis, of Presidential Decree No. 600 of 29 September 1973 (“Presidential Decree 600/1973”) as amended (i) by article 22 of Decree Law No. 91 of 24 June 2014, converted into law by Law No. 144 of 11 August 2014; (ii) by article. 10, paragraph 2, of Decree Law No. 133 of 12 September 2014, converted into law by Law No. 164 of 11 November 2014; and (iii) by article 6, paragraph 1, of Decree Law No. 3 of 24 January 2015, the withholding referred to in article 26, paragraph 5, of Presidential Decree 600/1973 does not apply to the interest and other income deriving from medium/long-term loans granted to companies resident for tax purposes in Italy by:

■ credit institutions established in Member States of the European Union;

■ entities identified in article 2(5)(4-23), of Directive 201 3/36/EU;

■

insurance companies established and authorized pursuant to the legislation of Member States of the European Union;

■

foreign institutional investors, even without tax liability, referred to in article 6, paragraph 1, letter b), of Legislative Decree No. 239 of 1 April 1996, subject to forms of vigilance in the foreign countries in which they are established.

In view of the foregoing, he declares

that [Name of the Lending Bank] is the recipient and the beneficial owner of the interest accruing thereto pursuant to the Loan Agreement;

2.             (mark one of the following boxes, where applicable)

that [Name of the Lending Bank e] is a credit institution established in a Member State of the European Union.

that [Name of the Lending Bank] is an entity identified in article 2(5)(4-23), of Directive 201 3/36/EU.

that [Name of the Lending Bank] is an insurance company established and authorized pursuant to the legislation of a Member State of the European Union.

that [Name of the Lending Bank] is a foreign institutional investor, even without tax liability, referred to in article 6, paragraph 1, letter b), of Legislative Decree No. 239 of 1 April 1996, and is subject to forms of vigilance in the country in which it is established.

that all the requirements laid down by article 26, paragraph 5-bis, of Presidential Decree 600/1973 are met and all the information contained in this declaration is correct and complete and that [Name of the Lending Bank] undertakes to give notice if one or more of the requirements described above no longer applies, and of any changes in the data and information supplied.

Place and date

Signature

***

If you agree with the Draft, please confirm your acceptance to us by sending us a letter reproducing the content of the Draft, duly signed on each page and signed to indicate your acceptance.

Regards,

Lending Bank

UniCredit S.p.A.

	/s/ Stefano Selvetti

Name:

Title:

Name:

Title:

Exhibit (b)(4)

Intesa Sanpaolo S.p.A.

IMI Corporate and Investment Banking

Direzione Global Corporate

Network Italia

Area Corporate Lazio

Via Zucchelli, 16

00187 - Rome

FAO: Nadia Oliviero

28 January 2022

Dear Sirs,

Re: Loan Agreement - Acceptance

We refer to your draft Loan Agreement sent to us today which we set out below to indicate our full and irrevocable acceptance.

“Alfasigma S.p.A.

Via Ragazzi del 99, n.5

40133 - Bologna

FAO: Stefano Pasi

28 January 2022

Dear Sirs,

Re: Loan Agreement - Draft

Further to the agreements reached, we submit our draft loan agreement under the terms and conditions specified below (the “Draft”).

LOAN AGREEMENT

between

INTESA SANPAOLO S.p.A.

(in the capacity of Bank)

and

ALFASIGMA S.p.A.

(in the capacity of Beneficiary)

CONTENTS

ARTICLE		PAGE

1.	INTERPRETATION	1

2.	LOAN	10

3.	PURPOSE	10

4.	CONDITIONS PRECEDENT	10

5.	DRAWDOWN	11

6.	REPAYMENT AND RENEWALS OF UTILIZATIONS	12

7.	EARLY REPAYMENT AND CANCELLATION	13

8.	INTEREST	15

9.	TRANSPARENCY RULES	16

10.	TAX AND OTHER CHARGES	16

11.	HIGHER CHARGES	19

12.	COOPERATION	20

13.	PAYMENTS	20

14.	REPRESENTATIONS	21

15.	OBLIGATIONS TO PROVIDE INFORMATION	25

16.	FINANCIAL COMMITMENTS	27

17.	COMMITMENTS	31

18.	MATERIAL EVENTS	33

19.	PROOF	36

20.	FEES	36

21.	INDEMNITIES AND COSTS OF REUSE	37

22.	COSTS AND EXPENSES	37

23.	CHANGE OF PARTIES	38

24.	CONFIDENTIALITY	38

25.	OFFSETTING	39

26.	PARTIAL INVALIDITY	39

27.	COMMUNICATIONS	39

28.	TAX REGIME	40

29.	AGREEMENT FORMING THE SUBJECT OF INDIVIDUAL NEGOTIATION	40

30.	APPLICABLE LAW – COMPLAINTS AND CONCILIATION MEDIATION - JURISDICTION	40

iii

ANNEXES

ANNEX		PAGE

ANNEX	1	42

ANNEX	2	43

ANNEX	3	45

LOAN AGREEMENT

between

INTESA SANPAOLO S.p.A. with registered office at Piazza San Carlo 156, Turin, with a share capital of €10,084,445,147.92, entered in the Turin Companies Register, entry no. and tax code 00799960158, VAT no. 11991500015; a member of the Fondo Interbancario di Tutela dei Depositi [Interbank Fund for the Protection of Deposits] and of the Fondo Nazionale di Garanzia [National Guarantee Fund]; entered in the Banking Register under no. 5361 and parent company of the banking group “Intesa Sanpaolo”, entered in the Register of Banking Groups (hereinafter, the “Bank”)

and

ALFASIGMA S.p.A., a joint-stock company with registered office at via Ragazzi del ‘99 n.5, Bologna, Bologna Companies Register entry no. 03432221202, in the capacity of beneficiary (hereinafter, the “Beneficiary”);

IT IS ARRANGED AND AGREED as follows:

1.	INTERPRETATION

1.1.	Definitions

In this agreement (hereinafter, the Agreement):

“Certificate of Compliance” means a declaration essentially in the form set out in Annex 3 (Model Certificate of Compliance).

“Acceptable Bank” has the meaning given in clause 16.1 (Definitions) of this Agreement.

“Qualified Bank” indicates a person that is the beneficial owner of the payments or interest or equivalent income made for the purposes of this Agreement that is:

(a)

a credit institution, an insurance company, an institutional investor or another financial institution authorized to carry out banking or financial activities in Italy pursuant to Legislative Decree No. 385 of 1 September 1993 or Legislative Decree No. 58 of 24 February 1998, resident for tax purposes in Italy pursuant to article 73 of Presidential Decree No. 917 of 22 December 1986 that is not acting for the purposes of this Agreement through a permanent establishment situated abroad; or

(b)

(c)

a credit institution or other financial institution authorized to carry out banking or financial activities in Italy, not resident for tax purposes in Italy, that is not acting for this purposes of this Agreement through a permanent establishment in Italy and that has concluded a treaty for the avoidance of double taxation with Italy pursuant to which it is authorized to receive payments of interest from a person resident in Italy without a Tax Withholding and that is entitled to benefit from that treaty; or

(d)

a person that, pursuant to article 26(5-bis) of Presidential Decree No. 600 of 29 September 1973, as amended and supplemented at any time, is entitled to receive payments of interest and equivalent income made by the Beneficiary pursuant to this Agreement without the application of any Tax Withholding; or

(e)

any person to whom a payment of interest may be made without Tax Withholdings imposed by Italian law.

“Change of Control” has the meaning attributed to that term in Article 7.2(a)(Compulsory early repayment – Change of Control).

“Code” means the US Internal Revenue Code of 1986.

“Civil Code” means the Italian civil code whose wording was approved by Royal Decree No. 262 of 16 March 1942 and subsequent amendments and additions.

“Associate” means, in relation to a person, a Subsidiary or Parent Company of that person, or any Subsidiary of that Parent Company.

“Non-Utilization Fee” has the meaning referred to in Article 20.1 (Non-Utilization Fee).

“Arrangement Fee” has the meaning referred to in Article 20.1(Arrangement Fee).

“Current Account” means IBAN current account no. IT45O0306922005026701001080 in the name of the Beneficiary held at the Bank dedicated to the application of the Loan.

“Agreement” means this loan agreement.

“Parent Company” means, with regard to a person, the company in whose respect that person is a Subsidiary.

“Subsidiary” means a company controlled pursuant to article 2359(1)(1) and (2) of the Civil Code.

“Costs of Reuse” means the amount which, pursuant to this Agreement, the Bank is authorized to receive by way of indemnity in the event of voluntary early repayment, except for the repayments provided for by clause 7.1 (Compulsory early repayment) of the Loan, calculated by the Bank as the algebraic difference with a positive value between:

(a)

the amount of interest (excluding the Margin) that the Bank would have received for the period elapsing between the date on which the payment has been made and the last day of the Utilization Term in progress if the payment has been made on the last day of that Utilization Term; and

(b)

the amount of interest that the Bank would receive by depositing an amount equal to the amount of the early payment at a leading institution on the interbank market for the period elapsing between the date of the payment made and the last day of the Utilization Term in question.

“FATCA Application Date” means:

(a)

with regard to a “withholdable payment” described in section 1473(1)(A)(i) of the Code (regarding the payment of interest and several other payments originating from sources situated in US territory), on 1 July 2014;

(b)

with regard to a “withholdable payment” described in section 1473(1)(A)(i) of the Code (regarding gross income deriving from transfers that may accrue interest originating from sources situated in US territory), on 1 January 2019; or

(c)

with regard to a “passthru payment” described in section 1471(d)(7) of the Code not included in paragraphs (a) or (b) above, on 1 January 2019;

or, in each case, the other date from which a payment becomes liable to withholding, deduction or subtraction (for any reason) pursuant to the FATCA Legislation or following an amendment made to the FATCA Legislation after the Date of Signature.

“Closing Date” means the date of the first Utilization of the Revolving Credit Facility.

“Reporting Date” means the 2^nd (second) Business Day prior to the commencement of a Utilization Term.

“Utilization Expiry Date” means, with regard to each Utilization made of the Revolving Credit Facility, the last Business Day of the relevant Utilization Term.

“Final Expiry Date” means the fourth year as from the Date of Signature.

“Date of Signature” means the date of signature of this Agreement.

“Utilization Date” means the Business Day indicated by the Beneficiary in the relevant Utilization Request for the drawdown of a Utilization or, as appropriate, the Business Day on which a Utilization is renewed pursuant to Article 5.2(Renewal of Utilizations).

“Financial Documents” means:

(a)

this Agreement;

(b)

the Utilization Request;

(c)

each Certificate of Transfer;

(d)

each Notification of Transfer; and

(e)

any other contract or document designated as such, jointly, by the Bank and by the Beneficiary.

“Material Adverse Effect” means the consequences of any event occurring that may be significantly prejudicial to:

(a)

the asset, financial or operating situation of the Beneficiary and/or of the Group considered overall; or

(b)

the Beneficiary’s capacity to meet its payment obligations provided for in the Financial Documents, taking into account the due dates stipulated by contract; and

(c)

the efficacy of the Financial Documents.

“EURIBOR” means the benchmark index for determining the interest rates reported and managed by EMMI - European Money Markets Institute, being the acronym for the Euro Interbank Offered Rate. A description of the Euribor and/or other information concerning that index can be found on EMMI’s website (or that of any other person named as a replacement thereof for reporting the Euribor).

In the event of a change in the formula and/or methodology (mathematical or other) used to report the Euribor according to the procedure existing on the date of conclusion of the Agreement, the Euribor shall be used according to the formula and/or methodology in force at any time, as defined observing the provisions of European Regulation 2016/1011 of 8 June 2016.

Failing the temporary reporting of the Euribor, the last known value of that same Euribor shall be used. In the event of the final lack of reporting of the Euribor, the replacement index shall be the index (including any differential or adjustment) formally recommended (i) by the private-sector working party for rates on risk-free loans in euros formed by the European Central Bank (“ECB”), by the Financial Services and Markets Authority (FSMA), by the European Securities and Markets Authority (ESMA) and by the European commission; or (ii) by EMMI, as the EURIBOR administrator; or (iii) by the competent Authority pursuant to European Regulation 2016/1011 (“BMR”) for the surveillance of EMMI, as the index administrator; or (iv) by the competent national authorities designated pursuant to the BMR; or (v) by the ECB”.

“Euro” means the single currency of the Participating Member States.

“Material Event” means any of the events identified in Article 18 (Material Events) as a cause of application of the acceleration clause in respect of the Beneficiary or a cause of withdrawal from or termination of this Agreement.

“Loan” means the Revolving Credit Facility made available to the Beneficiary pursuant to this Agreement.

“Operational Branch” means the branch through which the Bank provides the Revolving Credit Facility.

“Trading Day” means, with regard to any period corresponding to a Utilization Term, the day on which the prices are ordinarily reported by the leading banks on the European interbank market on deposits in euros, such day being deemed to mean the second Business Day prior to the first day of each Permitted Term or, as appropriate, the first day of each Utilization Term.

“Business Day” means a day (other than a Saturday or Sunday) that is a TARGET Day on which the banks are open for normal business in Milan.

“Group” means the Beneficiary and its Subsidiaries.

“Total Revolving Credit Facility Commitment” means an overall amount not exceeding €100,000,000.00 (one hundred million euros) in the aggregate for the entire term of the Loan.

“Tax Indemnity” means a payment made by the Beneficiary to the Bank with regard to a Tax Withholding or an indemnity relating to a Charge pursuant to the Financial Documents.

“Revolving Credit Facility” has the meaning referred to in Article 2.1 (Loan).

“Higher Charges” means:

(a)

an additional cost or increase in a cost;

(b)

a reduction in income relating to the Financial Documents due to a reduction in the Margin; or

(c)

a reduction in an amount due and payable pursuant to any Financial Document;

incurred or borne by the Bank or by one of its Associates whenever it is attributable to the signature of any Financial Document or to its participation in the Loan or in the fulfilment of its obligations pursuant to a Financial Document.

“Margin” means 70 percentage points on an annual basis.

“Own Resources” means:

(a)

the share capital and available reserves;

(b)

(c)

non-recoverable loans, by way of capital and future increase in capital, provided that, in each case, they are not repayable to shareholders.

“Sanctioned Nation” means a nation or a territory that is subject to Sanctions at any time or whose government is at any time subject to Sanctions generally prohibiting relations with that government, territory or nation.

“FATCA Legislation” means:

(a)

sections 1471 to 1474 of the Code or any related official regulation or legislation;

(b)

(c)

“Extraordinary Transactions” means any merger, demerger, increase or reduction in share capital or purchase of treasury shares.

“Related Party” has the meaning referred to in the Consob Regulation adopted with decision no. 17221 of 12 March 2010 (as subsequently amended).

“Parties” means the parties to this Agreement.

“Clean Down Period” has the meaning attributed to that term in Article 1.1(d) of this Agreement.

“Utilization Term” means a period, at the Beneficiary’s option in the relevant Utilization Request, of 1 (one) month, 3 (three) months or 6 (six) months commencing on the relevant Utilization Date (included) of a Utilization and ending on the Utilization Expiry Date (included), without prejudice to the fact that, if no choice is made by the Beneficiary, that period shall be equal to six months.

“Period of Availability” means the period of time between the Date of Signature and the date falling one month prior to the Final Expiry Date.

“Exempt FATCA Person” means a Party or Sub-Participant entitled to receive payments not liable to a FATCA Withholding.

“Accounting Principles” means:

(a)

(b)

if applied, the International Accounting Standards or International Financial Reporting Standards (as appropriate) adopted by the International Accounting Standards Board (IASB); or

(c)

with regard to companies incorporated under a law other than Italian law, the accounting principles approved by the equivalent accountancy body.

“Renewal Request” has the meaning referred to in Article 5.2 (Renewal of Utilizations).

“Utilization Request” means the request for drawdown of the amounts to be used on the Revolving Credit Facility sent by the Beneficiary to the Bank in the wording referred to in Part 1 (Utilization Request) of Annex 2 (Utilization Request and Renewal Request).

“FATCA Withholding” means a withholding, deduction or subtraction provided for by the FATCA Legislation regarding a payment due pursuant to the Financial Documents.

“Sanction” means any economic and financial or commercial international sanction, legal or regulatory provision or restrictive measure (including an embargo and freezing of assets) enacted, applied, imposed or asserted by the Office of Foreign Assets Control (OFAC) of the US Treasury Department, by the US Department of State, by the UN Security Council, by the European Union, by the French Republic, by the UK Treasury Department (Her Majesty’s Treasury), by the competent authorities of the Italian Republic or by any other competent authority regarding the aforesaid sanctions.

“Basic Asset Position” means:

(a)

the Beneficiary’s consolidated financial statements as at 31 December 2020, as duly approved and certified; and

(b)

the Beneficiary’s financial statements as at 31 December 2020, as duly approved.

“Reference Shareholder” means Marino Golinelli & C. S.a.p a., a company formed pursuant to Italian law with registered office at Galleria Cavour n. 4, Bologna, entered in the Bologna Companies Register under no. 03704150378.

“Sanctioned Party” means a person subject to Sanction or a person detained or controlled by a person subject to Sanction.

“Interest Rate” has the meaning attributed to that term in Article 8.1 (Calculation of Interest).

“Benchmark Rate” means the EURIBOR for a reference period equal to the duration of the Utilization Term applicable as reported on the Trading Day and notified by the Bank to the Beneficiary pursuant to this Agreement.

“TUIR” means Presidential Decree No. 917 of 22 December 1986 and subsequent amendments and additions.

“Utilization” means a Utilization drawn down or renewed on the Revolving Credit Facility pursuant to this Agreement.

1.2.	Other interpretative provisions

(a)

In this Agreement, save as otherwise indicated:

(i)

the term authorizations means and includes any authorization, license, permit, concession and other similar measure;

(ii)

the term assets means and includes present and future tangible and intangible assets and, where the context allows, present and future financial and non-financial rights;

(iii)

the term transfer and derivations thereof mean any assignment, sale or transfer for any reason of ownership of an asset or of a right;

(iv)

(v)

(vi)

the term indebtedness means and includes any pecuniary obligation (whether main or ancillary);

(vii)

the term change and derivations thereof mean and include any change, supplement and novation;

(viii)

the expression insolvency proceedings means and includes (i) bankruptcy or other insolvency proceedings, including, by way of example but not exhaustively, an arrangement with creditors, composition, compulsory administrative liquidation, special administration, special administration of large companies in a state of insolvency, the appointment of an official receiver or similar body, arrangement proposals, restructuring agreements (as well as partial debt restructuring, including those referred to in article 182-bis of the Bankruptcy Law) or other agreements, moratoria or restructuring agreements pursuant to article 182septies of the Bankruptcy Law, the appointment of an expert pursuant to a recovery plan pursuant to article 67(3) of the Bankruptcy Law, submission of a “pre-arrangement” application referred to in article 161(6) of the Bankruptcy Law and any other procedure indicated as a “recovery procedure” or “liquidation procedure” in Legislative Decree No. 170 of 21 May 2004 and (ii) the insolvency proceedings or measures provided for by existing or future foreign legislation and/or national legislation that has entered into force since 15 August 2020 having similar purposes and/or effects to the proceedings and/or measures provided for in point (i) above;

(ix)

the term administrative order means any order issued in any form by an administrative or regulatory authority at national or local level;

(x)

the term judicial order means any order issued in any form by an ordinary, administrative or special judicial authority;

(xi)

the term person means and includes any natural or legal person, under private or public law, and any entity even without its own legal personality;

(xii)

the expression confidential information and data means the documents and information supplied by the Beneficiary to the Bank in relation to the transaction forming the subject of this Agreement and that supplied by the Beneficiary to the Bank at any time pursuant to Article 15 (Obligations to provide Information) of this Agreement;

(xiii)

the reference to a currency is deemed to mean any reference to the currency having legal tender in the reference State;

(xiv)

an existing Material Event means a Material Event that has not been remedied or for which the Bank has expressly waived using the remedies provided for by the Agreement and by the law relating thereto.

(xv)

the references to a legal or regulatory provision are deemed to mean any provision as may be amended and includes the applicable provisions and relevant secondary legislation;

(xvi)

the references to an Article or an Annex are deemed to mean an article or an annex of this Agreement;

(xvii)

the references to a person include his universal successors;

(xviii)

the references to a Financial Document or to another document are deemed to mean that Financial Document or other document as amended at any time;

(xix)

the references to times of the day are deemed to mean Milan time.

(b)

(i)

(ii)

if there is no numerically corresponding day in the month of expiry, the period shall end on the last Business Day in the month of expiry; and

(iii)

(c)

Save as otherwise provided for:

(i)

the references to a Party shall not include that Party if it has ceased to be a Party pursuant to this Agreement;

(ii)

a term or expression used in another Financial Document or in a communication made pursuant to a Financial Document has the meaning referred to in this Agreement;

(iii)

the Beneficiary’s non-pecuniary obligations pursuant to the Financial Documents shall remain in force until all its pecuniary obligations to the Bank have been fulfilled; and

(iv)

in the event of a conflict between the provisions of this Agreement and the provisions of another Financial Document, the provisions of this Agreement shall prevail.

(d)

The headings to the Articles, paragraphs and Annexes of this Agreement are inserted purely to facilitate the reading hereof and may not be used to interpret the contractual provisions.

LOAN

2.1.

Loan

(a)

Under the conditions provided for by this Agreement, the Bank shall grant a revolving credit facility for an overall amount equal to €100,000,000.00 (one hundred million euros) (the “Revolving Credit Facility”), to be used as provided for in Article 5 (Drawdown).

(b)

The Revolving Credit Facility shall be granted in favor of the Beneficiary.

3.	PURPOSE

3.1.	Intended use of the Loan

Each Utilization of the Revolving Credit Facility may be used by the Beneficiary solely to satisfy the requirements connected with the Beneficiary’s general cash requirements, including the payment of costs connected with the Loan.

3.2.	Absence of audit duties

The Bank shall not be required to check that the Beneficiary’s use of the Loan complies with the provisions of this agreement.

4.	CONDITIONS PRECEDENT

4.1.	Conditions precedent for the efficacy of the Loan Agreement.

The efficacy of this Loan Agreement is conditional upon the Bank receiving from the Beneficiary all the documents and figures referred to in Annex 1 (Conditions precedent) Part I (Conditions precedent for the efficacy of the Loan Agreement) in the form and with content considered satisfactory by the Bank. It remains understood that, if the conditions precedent referred to in Annex 1 (Conditions precedent) Part I (Conditions precedent for the efficacy of the Loan Agreement) have not been met and/or the Bank has not waived them by the twentieth Business Day following the Date of Signature, the Revolving Credit Facility shall be deemed to be cancelled and the Parties shall be deemed to be reciprocally released from any obligation and duty deriving from the Financial Documents, without prejudice to the Beneficiary’s obligation to pay the Organization Fee if it is not yet paid at that date.

4.2.	Conditions precedent for the drawdowns and/or renewals of the Utilizations

Each drawdown and/or renewal of a Utilization, to be made within the relevant Period of Availability, shall be conditional upon (i) the satisfaction, by the date of submission of the relevant Utilization Request and/or, as appropriate, Renewal Request, of all the conditions precedent referred to in Annex 1 (Conditions precedent) Part II (Conditions Precedent for the drawdowns and/or renewals of the Utilizations) of this Agreement in a form and substance reasonably acceptable to the Bank; and (ii) the continuation thereof on the relevant Utilization Date and/or renewal date.

4.3.	Waiver of the Conditions

The Parties reciprocally note that the conditions precedent referred to in this Article 4 (Conditions Precedent) are not merely potestative and are established in the sole interest of the Bank which may, therefore, in its own unquestionable opinion, waive them, in full or in part, notifying the Beneficiary thereof in writing.

5.	DRAWDOWN

5.1.	Utilization Procedure

(a)

Subject to fulfilment of the conditions precedent laid down in Article 4 (Conditions Precedent) hereof, the Bank shall, within the limits and according to the terms laid down in this Agreement, provide for the drawdown of a Utilization of the Revolving Credit Facility for the Beneficiary within the relevant Period of Availability with value on the Utilization Date, if the following circumstances jointly apply:

(i)

by 11:00 (Italian time) on the 3^rd (third) Business Day prior to the Utilization Date, the Bank has received from the Beneficiary a Utilization Request signed by an authorized signatory of the Beneficiary; and

(ii)

each Utilization Request, which shall be deemed to be irrevocable, contains the following:

(A)

the relevant Utilization Date, which (1) shall coincide with a Business Day; and (2) in any event, may not fall after the Period of Availability; and

(B)

the Utilization Term relating to the Utilization Requested, which may be 1 (one), 3 (three) or 6 (six) months at the Beneficiary’s option;

(C)

the amount of the Revolving Credit Facility whose drawdown is requested (the “Requested Utilization Amount”), which may not in any event:

(I)

be less than €1,000,000.00 (one million) and in any event in multiplies of €500,000.00 (five hundred thousand); and

(II)

be more than the Total Revolving Credit Facility Commitment minus (i) the amounts of the existing Utilizations (including that forming the subject of total or partial renewal); and (ii) the amounts of the Utilizations for which the Utilization Request and/or the Renewal Request is pending;

(D)

irrevocable instructions to the Bank to credit the Requested Utilization Amount to the Current Account.

(b)

The Parties agree that the Revolving Credit Facility may be used, subject to fulfilment of (i) the relevant conditions precedent referred to in Article 4 (Conditions Precedent) of this Agreement; and (ii) the provisions of this Article 5.1 (Utilization Procedure) of this Agreement, by the drawdown of one or more Utilizations, without prejudice to the fact that in no event may more than 5 (five) Utilizations exist at the same time.

(c)

5.2.	Renewal of Utilizations

(a)

The Beneficiary has the right to request the partial or total renewal – for a period equal to the Term of a Utilization and for amounts of not less than €1,000,000.00 (one million) and in any event in multiplies of €500,000.00 (five hundred thousand) – of the Utilizations already provided on the Revolving Credit Facility.

(b)

The bank shall implement the renewal if the following circumstances jointly apply:

(i)

by 11:00 (Italian time) on the 3^rd (third) Business Day prior to the Expiry Date of a Utilization, the Bank has received the relevant renewal request from the Beneficiary according to the model provided in Annex 2 (Drawdown request and Renewal Request) Part II (Renewal Requests) to this Agreement (the “Renewal Request”), containing the information and insertions referred to in Article (a)(ii) insofar as they are compatible with the renewal;

(ii)

the conditions precedent referred to in Annex 1 (Conditions Precedent) Part II (Conditions precedent for the drawdown and/or renewal of Utilizations) of this Agreement have been fulfilled; and

(iii)

(c)

It remains understood that, for the purposes of calculating interest, the renewal of the Utilizations shall be deemed to be equivalent to a new Utilization Term and the value date of the renewal shall be that of the Utilization Expiry Date, with regard to the Utilization forming the subject of renewal.

6.	REPAYMENT AND RENEWALS OF UTILIZATIONS

(a)

Subject, however, to the provisions of Articles 7 (Early Repayment and Cancellation) and 18 (Material Events), the Beneficiary undertakes to return, in a single instalment, the entire amount of each Utilization provided for it on the relevant Utilization Expiry Date. The amounts of the Utilizations repaid at the relevant Utilization Expiry Date may be reused or renewed by the Beneficiary according to the terms, and within the limits and conditions, provided for by this Agreement by the expiry date of the Period of Availability, subject, however, to the fact that, disregarding any different provision of this Agreement, the Utilizations existing at the Final Expiry Date shall be repaid, in a single instalment, at the Final Expiry Date.

(b)

(i)

is lower than that of the previous Utilization, observing the limit laid down in Article (a), however, the Beneficiary shall repay the difference at the Utilization Expiry Date relating to the previous Utilization;

(ii)

coincides with that of the previous Utilization, it shall not give rise to any repayment or drawdown;

(iii)

higher than that of the previous Utilization, the Bank shall provide the difference on the date and with the value on expiry of the previous Utilization;

without prejudice, in any event, to the Beneficiary’s obligation to pay, on the relevant Utilization Expiry Date, the interest and other charges accrued on the Utilization at any time.

(c)

At any time during the Period of Availability, the Beneficiary shall have the right to request the revocation of all or part, in amounts of not less than €500,000.00 (five hundred thousand) and, in any event, in multiples of €1,000,000.00 (one million), of the Total Revolving Credit Facility Commitment by sending – at least 5 (five) Business Days prior to the date on which the Beneficiary wishes the revocation to take effect – written notification to the Bank indicating the amount forming the subject of revocation and the date planned for such revocation. At that date, the Total Revolving Credit Facility Commitment shall be deemed to be revoked and cancelled in an amount equal to the amount indicated by the Beneficiary in the aforesaid written notification and that amount may no longer be used by the Beneficiary.

(d)

As from 1 January 2023, the Beneficiary undertakes to ensure that, for at least 5 (five) consecutive Business Days (“Clean Down Period”) during the course of each twelve-month period as from the aforesaid date, the amount of the existing Utilizations does not exceed an amount equal to 50% (fifty per cent) of the Total Amount of the Revolving Credit Facility existing at any time, it remaining understood that at least 6 (six) months must elapse between one Clean Down Period and the next.

7.	EARLY REPAYMENT AND CANCELLATION

7.1.	Compulsory early repayment – violation of the law

(a)

If the Bank become aware that its participation in the Loan or the fulfilment of the obligations assumed by it pursuant to the Financial Documents violates legal or regulatory provisions applicable thereto enacted after the Date of Signature and, on that account, the portion of the Loan drawn down must, if provided for by such legal or regulatory provisions, be fully repaid, the Bank shall notify the Beneficiary promptly thereof.

(b)

At the Beneficiary’s request, the Bank shall initiate negotiations in good faith in order to reach an agreement on possible remedies to avoid the aforesaid violation of the law or illegality.

(c)

(i)

the Beneficiary shall, on the date indicated in paragraph (b) above, repay the Utilizations provided by the Bank in full; and

(ii)

such Utilizations shall automatically be cancelled in full with effect from the date of the notification.

7.2.	Compulsory early repayment – Change of Control

(a)

For the purposes of this Article 7.2 (Compulsory early repayment – Change of Control), a “Change of Control” shall occur if, at any time, the Reference Shareholder ceases to hold, at any time, either directly or indirectly, an interest equal to 50.01% in the Beneficiary’s share capital representing, at any time, the majority of votes able to approve resolutions of the Beneficiary’s ordinary and (on the first call) extraordinary shareholders’ meeting and such as to determine the appointment of the majority of members of the Beneficiary’s board of directors, without prejudice in any event to the right of veto provided for the “B Shareholders” (as defined pursuant to the Beneficiary’s articles of association in force on the Date of Signature) as provided for by the Beneficiary’s articles of association in force on the Date of Signature.

(b)

The Beneficiary shall notify the Bank immediately of any Change of Control for the purposes of the provisions of paragraph (a) above.

(c)

Following a Change of Control involving a change in the structure as described in paragraph (a) above, the Bank shall have the right to cancel the Loan. Following cancellation of the Loan, the Beneficiary shall immediately repay the existing Utilizations and pay the interest and any other amount due to the Bank pursuant to the Financial Documents.

7.3.	Compulsory early repayment – transfer of activities

(a)

The Beneficiary shall notify the Bank immediately in writing of the transfer to third parties of all assets or of the substantial part or the activities of the Group overall.

(b)

Following transfer of all the assets or the substantial part or the activities of the Group:

(i)

the Bank shall have the right to cancel the Loan; and

(ii)

the Beneficiary shall immediately repay the existing Utilizations and pay the interest and any other amount due pursuant to the Financial Documents.

7.4.	Optional early repayment

The Beneficiary may repay the Loan early at any time (except for the payment of the Costs of Reuse, if the early repayment does not coincide with the expiry of a Utilization Term), giving the Bank not less than 5 (five) Business Days’ notice, at its discretion.

7.5.	Optional cancellation

The Beneficiary may cancel, in full or in part, the unused amount of the Revolving Credit Facility at any time, giving the Bank not less than 5 (five) Business Days’ notice.

7.6.	Other provisions

(a)

Notifications of repayment or cancellation sent by the Beneficiary pursuant to this Agreement shall specify the repayment date or effective cancellation date and the relevant amount forming the subject of repayment or cancellation.

(b)

(c)

The Beneficiary may not cancel the Loan or repay any existing Utilization early apart from the cases expressly provided for by this Agreement.

(d)

The amounts of the Loan cancelled pursuant to this Agreement may not be subsequently made available to the Beneficiary again.

8.	INTEREST

8.1.	Calculation of interest

The interest rate of the Revolving Credit Facility applicable to the Utilizations for each Utilization Term shall be equal to the Benchmark Rate applicable at any time plus the Margin (the “Interest Rate”).

8.2.	Payment of Interest

(a)

The Beneficiary shall pay, in arrears, on the relevant Utilization Expiry Date and with the same value date, the interest accrued on each Utilization at any time, at the Interest Rate, in relation to the period elapsing between the relevant Utilization Date (included) and the relevant Utilization Expiry Date (excluded). The interest calculated based on the Interest Rate shall be paid as provided for in Article 10 (Tax and Other Charges) of this Agreement.

(b)

If a Utilization Expiry Date does not fall on a Business Day, that Utilization Expiry Date shall be deferred to the immediately following Business Day in the calendar month in progress, or shall be brought forward to the immediately previous Business Day if the Utilization Expiry Date falls on a day (other than a Business Day) corresponding to the last day of the calendar month.

(c)

Notwithstanding any different provision of this Agreement, the Utilization Term, in relation to each existing Utilization, shall end no later than the Final Expiry Date.

8.3.	Default interest

(a)

In the event of late payment by the Beneficiary of any amount by way of principal, interest or other amount due pursuant to this Agreement in relation to the Revolving Credit Facility, default interest shall be payable – calculated at a rate equal to the applicable Interest Rate plus 2 percentage points per annum on the aforesaid sums due and outstanding – for a period of time running from the day on which the payment should have been made (included) to the day of actual payment (excluded), it remaining understood that such period shall be subdivided into successive periods, each of which (apart from the first which shall commence on the day on which the payment should have been made (excluded)) shall run from the last day of the previous period and the term of each one shall be selected by the Bank.

(b)

Without prejudice to the Bank’s right to declare this Agreement terminated owing to the Beneficiary’s default pursuant to Article 18 (Material Events) of this Agreement (where applicable) and to obtain the full repayment of the residual sums due by way of principal, interest and any ancillary charges, and greater losses established, resulting from the aforesaid default, default interest shall accrue, even in the event of application of the acceleration clause in respect of the Beneficiary, automatically, without the need for any notice or notification of default.

8.4.	Notification of the applicable interest rate

The amount of interest relating to each Utilization for each Utilization Term shall be (i) calculated by the Bank for the number of actual days elapsed included in the Utilization Term, divided by 360 (three hundred and sixty) and (ii) shall be notified by the Bank to the Beneficiary in writing within 2 (two) Business Days following receipt of the relevant Utilization Request by the Bank and, in any event, not after the relevant Utilization Date, without prejudice to the fact that the applicable Interest Rate shall be notified by the Bank to the Beneficiary in writing promptly after the relevant Trading Day. It remains understood that the calculation of interest based on the actual calendar days divided by 360 (three hundred and sixty) has been expressly negotiated between the parties in relation to the EURIBOR and the Margin on the Revolving Credit Facility.

8.5.	Provisions regarding usury

If the overall amount payable by the Beneficiary for the Revolving Credit Facility constitutes a violation of the provisions of Law No. 108 of 7 March 1996, and subsequent amendments and additions, it shall be deemed to be automatically reduced so that it is equal to the maximum limit permitted by law.

9.	TRANSPARENCY RULES

Pursuant to and in accordance with the provisions on transparency adopted with Article 9.1 of the CICR [Interministerial Credit and Savings Committee] Resolution of 4 March 2003, which entered into force in October 2003 (as amended by Ministry of Economy and Finance Decree No. 117 of 3 February 2011), and the subsequent rules on transparency applicable to banking and financial transactions and services enacted by Banca d'Italia on 15 July 2015 and published in the Gazzetta Ufficiale [Official Gazette] on 29 July 2015 (as amended at any time, the "Transparency Rules"), the Parties reciprocally recognize and declare that this Agreement and the Financial Documents, and the relevant terms and conditions, have been negotiated on an individual basis and, consequently, this Agreement and the rest of the Financial Documents fall into the category of contracts "forming the subject of individual negotiations" which are excluded from the application of Section II of the Transparency Rules.

10.

TAX AND OTHER CHARGES

10.1.

Liability for Charges

Save as provided for in Article 23.2 (Transfers by the Bank), and except in the case where charges are payable as a result of the voluntary registration of one or more Financial Documents by the Bank (except when such voluntary registration is necessary in order to establish, exercise, assert or render valid, effective or enforceable the rights held by such persons pursuant to this Agreement and the rest of the Financial Documents), the Beneficiary shall bear the charges relating to all stamp and registration taxes and other similar Charges applicable to the signature, implementation and enforcement of the Financial Documents.

10.2.

Tax credits

In this Article 10 (Tax and other charges), “Tax Credit” means a credit accrued or tax relief on the payment of a Charge (or the refund thereof).

10.3.

Gross-up

(a)

The Beneficiary shall make all the payments due pursuant to the Financial Documents without Tax Withholdings, excluding the Tax Withholdings required by law.

(b)

If one of the Parties becomes aware that the Beneficiary is required to make a Tax Withholding (or changes in the tax base), it shall promptly notify the other Parties.

(c)

If a Tax Withholding must be applied by law, the amount of the payment due by the Beneficiary shall be increased by an amount (the “Additional Amount”) so that the amount received by the Bank (net of the Tax Withholding, including in relation to the Additional Amount) is equal to the amount that the Bank would have received in the absence of the Tax Withholding.

(d)

No Additional Amount shall be payable by the Beneficiary in respect of a Tax Withholding applicable to the payments due pursuant to this Agreement if, on the date on which the payment is due, the Bank:

(i)

(ii)

while identified as a Qualified Bank pursuant to letters (c) and (d) of the definition of “Qualified Bank” referred to in Article 1.1 above, it has failed to duly provide for the Beneficiary the documentation and/or information referred to in letter (g) below.

(e)

If a Tax Withholding must be applied by law, the Beneficiary shall pay it pursuant to the law, including the amount of the Tax Withholding on any Additional Amount paid.

(f)

Within 30 (thirty) days of the application of the Tax Withholding or of the payment made in relation to the Tax Withholding, the Beneficiary shall hand over to the Bank the documentation providing evidence of the Tax Withholding made or, where applicable, of the payment to the competent tax authorities.

(g)

The Bank, identified as a Qualified Bank within the meaning of letters (c) or (d) of the definition of “Qualified Bank” referred to in Article 1.1 (Definitions) above, undertakes to cooperate in order to provide the Beneficiary, within 5 Business Days prior to the interest payment date provided for by this Agreement, with any certification, document, affidavit and/or information required for the Beneficiary to be able to make such payments without the application of any Tax Withholding.

10.4.

Tax indemnities

(a)

Save as provided for in paragraph (b) below, the Beneficiary undertakes to indemnify the Bank and hold it harmless in respect of any cost, loss, charge or tax liability (by way of principal, interest and any penalties incurred by the Bank) existing at any time, that it should incur, even following the full repayment of all the sums due pursuant to the Financial Documents, in relation to payments received or receivable pursuant to any of the Financial Documents, provided it is reasonably incurred and duly documented.

(b)

The provisions of paragraph (a) above shall not apply:

(i)

to the Charges paid by the Bank calculated with regard to the taxable income (or those relating to an equivalent aggregate tax base as defined in the relevant national tax provisions on income tax, including, by way of example but not exhaustively, IRAP [regional production tax]); or

(ii)

if the cost, loss, charge or tax liability is offset by the Beneficiary pursuant to another provision of this Agreement or another Financial Document (or would have been if an exception to that provision had not applied); or

(iii)

to a FATCA Withholding.

(c)

If it believes it has a right to an indemnity pursuant to paragraph (a) above, the Bank shall promptly notify the Beneficiary of the event that has or will give rise to the indemnity itself.

10.5.

Tax Credit

(a)

If the Beneficiary has provided a Tax Indemnity or paid an Additional Amount and the Bank determines in good faith that:

(i)

the Tax Indemnity or the payment of the Additional Amount has given rise to a Tax Credit; and

(ii)

the Bank has used that Tax Credit;

the Bank shall pay the Beneficiary an amount equal to the amount of the actual benefit derived for the Bank from the use of the Tax Credit, so that, after paying that amount to the Beneficiary, the Bank is in the same position as it would have been in in the absence of the circumstances giving rise to the Tax Indemnity or to the payment of the Additional Amount. The Bank is in no event required to keep the Beneficiary informed of its tax and accounting position.

If the Bank makes a payment pursuant to paragraph (a) above and subsequently finds that the Tax Credit relating to which that payment was made was not allowed, or has been refused or that it is unable to use that Tax Credit in full, the Beneficiary shall, within 20 (twenty) Business Days of the Bank’s request, repay to the Bank itself an amount which shall be determined by it in good faith, so that, following such repayment, the same Bank is in the same financial position, net of the tax effect, as it would have been in if the Tax Credit had been obtained and fully used and recognized.

10.6.

Value added tax

(a)

All amounts payable by the Beneficiary pursuant to this Agreement (including the amounts due by way of indemnity or repayment) shall be deemed to exclude VAT (or other similar Charges) applicable thereto. If such Charges should be applicable, the Beneficiary required to make the payment pursuant to this Agreement shall pay the amount of such Charges to the Bank at the same time, as well as the amount owing by it.

(b)

10.7.

FATCA Withholding

(a)

(b)

11.

HIGHER CHARGES

11.1.

Higher Charges

Save as provided for below in this Article 11 (Higher Charges), the Beneficiary shall pay the amount of any Higher Charge borne by the Bank following:

(a)

the introduction of a legal or regulatory provision, or a change in a legal or regulatory provision; or

(b)

a change in the interpretation or application of a legal or regulatory provision;

after the Date of Signature;

11.2.

Exceptions

The Beneficiary shall not be required to make any payments owing to Higher Charges if the Higher Charge:

(a)

is offset pursuant to another provision of this Agreement (or is not owing to an express exception to that provision);

(b)

is represented by the overall net income tax of the Bank or one of its Associates;

(c)

is attributable to the default by the Bank or by one of its Associates on legal or regulatory provisions; or

(d)

is attributable to a FATCA Withholding.

11.3.

Information Notice

The Bank shall inform the Beneficiary of the circumstances giving rise to the Higher Charge and the amount thereof determined in good faith.

12.

COOPERATION

12.1.

Cooperation

(a)

The Bank, on consultation with the Beneficiary, shall endeavor to mitigate the effects of events or situations giving rise or that may give rise to:

(i)

a Tax Indemnity or Higher Charge borne by the Beneficiary;

(ii)

the Bank’s right to request the early repayment or cancellation of the Loan owing to violation of the law; or

(iii)

reserve charges imposed by the European Central Bank;

undertaking the appropriate actions for that purpose.

(b)

The Bank shall not be required to undertake any action pursuant to this Article 12.1 (Cooperation) if that may cause it any loss, based on the Bank’s reasonable opinion.

(c)

The Beneficiary shall be required to indemnify the Bank for all costs and expenses reasonably borne and duly documented by the Bank following any measure adopted by it pursuant to this Article 12.1(Cooperation).

12.2.

Management of the Bank’s activities

Notwithstanding any other provision of this Agreement, the Bank:

(a)

may freely manage and organize its activities (in the tax field and in any other field) without any constraints or interference;

(b)

shall not be required to disclose any data or information on its activities (in the tax field or in any other field) or on the procedure for determining its own tax burden.

13.

PAYMENTS

13.1.

Place

Save as otherwise specified, all the payments to be made to the Bank pursuant to the Financial Documents shall be made into the Current Account.

13.2.

Currency

The payments to be made to the Bank pursuant to the Financial Documents shall be made in euros with value established on the date on which the payment is due and at the time and with the procedure specified by the Bank having regard to market practice in the place and with regard to the currency of payment.

13.3.

Foreign Currencies

(a)

The amounts relating to the repayment of costs and expenses shall be payable in the currency in which they have been incurred.

(b)

Any other amount payable pursuant to the Financial Documents shall be payable in euros.

13.4.

Business Days

13.5.

Due Dates

If the Financial Documents do not expressly indicate when a certain amount is due, the relevant payment shall be made within 5 (five) Business Days of the Bank’s request.

13.6.

Partial payments

Without prejudice to the provisions of Article 5.1 (Utilization Procedure), if not otherwise provided for, if the Bank receives a partial payment of the amount due and payable by the Beneficiary, that payment shall be allocated in accordance with the Financial Documents in the following order of application:

(a)

firstly, to the repayment of the costs, expenses, taxes, charges and fees payable by the Beneficiary to the Bank, pursuant to this Agreement under the Financial Documents;

(b)

secondly, to the payment of the sums due by way of interest accrued on the Utilized Amount and the Costs of Reuse, if due;

(c)

thirdly, to the payment of any default interest accrued on the Amount provided for the Beneficiary prior to or on the date on which the early repayment is made and any surplus amount to the payment of interest accrued up to that date and to the payment of ancillary costs payable by the Beneficiary pursuant to this Agreement;

(d)

fourthly, to the repayment of the existing Utilizations.

(e)

fifthly, to the repayment of the sums howsoever payable as a result of the Financial Documents.

14.

REPRESENTATIONS

14.1.

The Beneficiary represents and warrants to the Bank for itself and, where applicable, for its Subsidiaries, as indicated in this Article 14 (Representations), save as otherwise expressly permitted by the other provisions of this Agreement.

14.2.

Capacity

(a)

The Beneficiary is a limited company set up in the form of a joint-stock company, regularly established and existing in accordance with the current legal provisions and has full legal capacity to carry out the activities currently carried out.

(b)

Each Group company is a limited company regularly established and existing in accordance with the current legal provisions and has full legal capacity to carry out the activities currently carried out.

14.3.

Powers

The Beneficiary may validly conclude and implement and has obtained and is in possession of any authorization necessary to validly conclude and implement the Financial Documents to which it is or will be a party and the transactions provided for by them and such authorizations are valid and effective.

14.4.

Validity

The obligations assumed by the Beneficiary pursuant to the Financial Documents are binding, valid and effective.

14.5.

Absence of violations of the law, articles of association or contracts

Neither the signature nor the implementation by the Beneficiary of the Financial Documents or of the transactions contemplated therein violates:

(a)

any legal or regulatory provision applicable thereto;

(b)

any provision contained in its articles of association; or

(c)

any agreement or other act binding on the Beneficiary, if such violation may have a Material Adverse Effect.

14.6.

Absence of Material Events

(a)

No Material Event exists or will occur as a result of signature of the Financial Documents or the performance of any of the transactions provided for therein.

(b)

No event exists that constitutes default pursuant to any agreement or other act binding on the Group companies that may have a Material Adverse Effect.

14.7.

Authorizations

Each Group company is in possession of all the authorizations necessary to carry out its activities as carried out up to the Date of Signature.

14.8.

Basic Balance Sheet

(a)

The Basic Balance Sheet has been drawn up clearly and substantially in accordance with the Accounting Principles.

(b)

As from the date of the Basic Balance Sheet, there has been no change in the Group’s asset, economic or financial position that might have a Material Adverse Effect.

14.9.

Financial statements, half-yearly reports and monthly reports

(a)

The annual financial statements submitted to the Bank at any time pursuant to Article 15.1 (Financial statements and half-yearly reports) have been drawn up in accordance with the Accounting Principles and provide a true and fair view of the asset and financial position and of the economic result for the financial year of the company to which they refer or, if consolidated, of the Group, at the reference date.

(b)

The half-yearly reports submitted to the Bank at any time pursuant to Article 15.1 (Financial statements and half-yearly reports) provide a true view of the Group’s economic and asset position at the reference date.

(c)

As from the date of the most recent financial statements and half-yearly reports submitted to the Bank pursuant to this Agreement, no change has occurred in the Group’s activities or asset, economic or financial position such as to give rise to a Material Adverse Effect.

14.10.

Fulfilment of the legal obligations

(a)

The Beneficiary and the other Group companies have correctly complied with all the legal and regulatory provisions applicable thereto, including the tax, social security and environmental provisions, default on which may have a Material Adverse Effect.

(b)

As far as the Beneficiary is aware, no-one among the Beneficiary, any of its Subsidiaries and Associates or the directors, managers, employees, agents and/or representatives thereof is involved on the date of signature of this Agreement in any activities or conduct that could significantly violate a legal or regulatory provision on combating bribery, corruption and money laundering in any relevant jurisdiction and each of such companies has adopted and maintains policies and procedures in order to prevent the violation of such legal or regulatory provisions.

14.11.

Fulfilment of the contractual obligations

The Beneficiary and the other Group companies have not defaulted on any contract arranged or obligation assumed within the scope of their activities, in cases in which default may have a Material Adverse Effect.

14.12.

Disputes

On the Date of Signature, no disputes exist or have been threatened in writing against any Group company that are reasonably likely to have an unfavorable outcome and that, in the event of an unfavorable outcome, are such as to give rise to a Material Adverse Effect.

14.13.

Charges

(a)

Each Group company has duly and fully paid any relevant Charge payable by it, except for the Charges forming the subject of bona fide disputes for which it has set aside a suitable reserve in accordance with the Accounting Principles.

(b)

No claim has been made against any Group company in relation to any Charge and/or social security or welfare contribution such as to give rise to a Material Adverse Effect.

(c)

The Group companies are not required to make outstanding payments based on a payment card or other similar collection document such as to give rise to a Material Adverse Effect.

(d)

The Group companies have submitted, within the periods and in the manner stipulated by law, all income declarations, other tax declarations and documentation relating to the social security and welfare contributions that have to be submitted by them. Such declarations and such documentation accurately observe all the Group companies’ tax and contribution obligations for the relevant reference periods.

(e)

Each Group company has regularly, correctly and promptly collected and paid all the withholdings applicable by law on the sums paid by them.

14.14.

Intellectual and Industrial Property

(a)

Each of the Group companies has the legitimate use of all the Intellectual and Industrial Property necessary to carry out its activities as currently carried out.

(b)

The Intellectual and Industrial Property of each of the Group companies is valid and does not violate third party rights, either in Italy or abroad (within the limits in which the invalidity or violation may have a Material Adverse Effect) and the same companies have free use and full availability thereof.

14.15.

Ownership and availability of assets

Each of the Group companies has the free availability or the legitimate use of all the tangible and intangible capital goods necessary to carry out its activities.

14.16.

Accuracy and completeness of the information

(a)

All the information supplied by the Beneficiary to the Bank with regard to the Financial Documents is true, complete and accurate from any material aspect on the date on which it has been issued or that on which it is established that it is repeated.

(b)

No Group company has failed to provide any information which, if known, could render the information supplied false or misleading from any material aspect.

14.17.

Pari passu

The payment obligations assumed by the Beneficiary pursuant to the Financial Documents are not subordinate to any unsecured obligation assumed by the Beneficiary and shall at least place them at the same level in relation to the rights of all the Beneficiary’s other unsecured and non-subordinated creditors, except for the privileges established by law.

14.18.

Insolvency

On the Date of Signature, no Group company is insolvent or is any of the situations provided for by articles 2446 and 2447 of the Civil Code or 2482, 2482-bis and 2482-ter of the Civil Code (or, in the case of non-Italian companies, by similar provisions applicable) or is subject to business crises or temporary difficulties in fulfilling its obligations. No Group company has been declared bankrupt, or has undertaken any action to make any declaration of bankruptcy or to subject any of them to any other insolvency proceedings.

14.19.

Financial indebtedness

(a)

On the Date of Signature, no Group company has defaulted on any obligation assumed in relation to its Financial Indebtedness.

(b)

On the Date of Signature, there are no Real Guarantees on any of the assets of the Group companies.

14.20.

Insurances

Each Group company has arranged and holds adequate insurance policies in accordance with the criteria normally adopted in the sector in which it operates.

14.21.

Related-Party Transactions under market conditions

Each Group company performs transactions with its Related Parties under market conditions.

14.22.

Centre of main interests and establishment

The Beneficiary declares that its “centre of main interests”, according to the definition provided in Article 3(1) of Council Regulation (EC) No. 1346/2000 of 29 May 2000 on insolvency proceedings (the “2000 Regulation”) and the definition provided in Article 2(4) of Council Regulation (EC) No. 848/2015 on insolvency proceedings (the “2015 Regulation”), is situated in the territory of the Italian Republic and also declares that it has no other “establishment”, according to the definition provided in Article 2(h) of the 2000 Regulation and in Article 2(10) of the 2015 Regulation, in any other jurisdiction.

14.23.

Sanctions

No-one among the Beneficiary, its Subsidiaries and the directors, managers or employees thereof or, as far as the Beneficiary is aware, those of its Associates or the agents and representatives thereof is:

(a)

a Sanctioned Party; or

(b)

a party situated, established or resident in a Sanctioned Nation.

14.24.

Repetition and renewal of the representations

(a)

The representations referred to in this Article 14 (Representations) are issued by the Beneficiary on the Date of Signature.

(b)

Except in the case where a representation refers to a specific date, each representation shall be deemed to be repeated by the Beneficiary on the date of dispatch of each Utilization Request and of each Renewal Request, on each Utilization Date and on the Final Expiry Date.

(c)

When a representation is repeated, it refers to the state of affairs existing at the time of the repetition.

15.

OBLIGATIONS TO PROVIDE INFORMATION

15.1.

Financial statements

The Beneficiary undertakes to send the Bank, in electronic format or in sufficient copies for the Bank, within 150 days of the end of the financial year:

(a)

its financial statements, certified by a leading firm of auditors; and

(b)

the Group’s consolidated financial statements (if they are Associates of the Beneficiary) certified by a leading firm of auditors.

15.2.

Form of the financial statements

(a)

The Beneficiary undertakes to ensure that each financial statement sent to the Bank pursuant to Article 15.1 (Financial statements) is drawn up in accordance with the Accounting Principles and all applicable legal or regulatory provisions.

(b)

The Beneficiary undertakes to ensure that each annual financial statement submitted to the Bank at any time pursuant to Article 15.1 (Financial statements) provides a true and fair view of the asset and financial position of the Beneficiary or, if consolidated, of the Group, on the date on which it has been drawn up.

15.3.

Certificate of Compliance

(a)

The Beneficiary shall send the Bank a Certificate of Compliance together with each financial statement to be sent pursuant to this Agreement.

(b)

15.4.

Information - miscellaneous

The Beneficiary shall provide the Bank with the following:

(a)

promptly after delivery thereof, a copy of all the documents submitted by the Beneficiary to its creditors in general (or categories of creditors);

(b)

promptly, once it becomes aware thereof, reasonably detailed information on any dispute in which a Group company is involved that will have a reasonably unfavorable outcome or that, in the event of an unfavorable outcome, will give rise to a Material Adverse Effect;

(c)

promptly, the information and documentation requested by the Bank for the purposes of observance of Law No. 231/2001 and/or the anti-money-laundering legislation (know your customer); and

(d)

promptly, on written request, a list of its Associates updated from time to time.

15.5.

Notification of a Material Event

The Beneficiary undertakes to promptly inform the Bank of any Material Event (and of any actions undertaken to remedy it), once it becomes aware of the occurrence thereof.

15.6.

Financial year

Any change in the date of the financial year made by the Beneficiary shall obtain the Bank’s prior, written consent (which may not be unreasonably refused), it remaining understood that, if such consent is not refused in writing within 5 (five) Business Days of the relevant request, such consent shall be deemed to be validly provided by the Bank. In such event, the Parties, acting in good faith and with due diligence, shall make any relevant amendment to the Financial Documents.

15.7.

FATCA information notice

(a)

Save as provided for in paragraph (c) below, each Party shall, within 10 Business Days of another Party’s reasoned request:

(i)

confirm whether it is or is not an Exempt FATCA Person;

(ii)

(iii)

(b)

(c)

It remains understood that paragraph (a) above shall not bind the Bank, and that paragraph (a)(iii) above shall not bind any Party, to perform any acts that may, in their reasonable opinion, constitute a violation of a law or regulation applicable thereto or a fiduciary obligation or a confidentiality constraint binding thereon.

(d)

16.

FINANCIAL COMMITMENTS

16.1.

Definitions

For the purposes of this Article 16 (Financial commitments):

“Acceptable Bank” means:

(a)

any bank that has a short-term minimum credit rating of A-2 issued by Standard & Poor’s Rating Services, F2 by Fitch Ratings Ltd or P-2 by Moody’s Investor Services Limited or, in the case of a bank established and having its principal place of business in Italy and authorized by Banca d’Italia, that has a short-term minimum credit rating of A-3 issued by Standard & Poor’s Rating Services, F3 by Fitch Ratings Ltd or P-3 by Moody’s Investor Services Limited or any bank or bank subsidiary operating in countries having a lower credit rating than those indicated above, provided that it belongs to a banking group with a credit rating at least equal to those indicated above; or

(b)

any other bank or other financial person approved by the Bank at the Beneficiary’s request, it remaining understood that, if such approval is not refused in writing within 5 (five) Business Days of the relevant request, such consent shall be deemed to be validly provided by the Bank.

“Cash” means, at a consolidated level, the cash, including the credit balances in bank current accounts, provided they are immediately free and available; and

(a)

certificates of deposit maturing within one year of the relevant Calculation Date, issued by an Acceptable Bank;

(b)

(c)

open market commercial paper, provided it is not convertible into other securities and provided that:

(i)

it is listed on a regulated market;

(ii)

it is traded on regulated markets of the European Union (excluding Greece), the United Kingdom of Great Britain and Northern Ireland, Switzerland and the United States of America;

(iii)

it can be promptly liquidated or has a maximum maturity of three months;

(iv)

it is denominated in euros, GBP, CHF or USD and has a minimum rating of [sic]; and

(v)

it has a minimum credit rating of A1+ issued by S&P or P1 by Moody’s, or, if a credit rating is not available, it has been issued by a person with an equivalent long-term rating;

(d)

(e)

other transferable securities approved by the Bank.

“Extraordinary Cost” means any cost or expense that has been incurred once only as an exception and is extraordinary and non-recurring in nature.

“Calculation Date” means, as from 30 June 2021, included, 30 June and 31 December each year.

“Consolidated EBITDA” means, at a consolidated level, without any duplication of calculations:

(a)

the net profit or loss; plus

(b)

direct taxes, IRAP and any extraordinary loss; minus

(c)

any extraordinary revenues and any revaluation; plus

(d)

any impairment, Consolidated Net Financial Charges, goodwill amortization, apportionments to risk provisions, apportionments to the bad debt provision, other apportionments, amortization and depreciation of tangible and intangible fixed assets and any effect deriving from the application of IAS 17 and the relevant documents of interpretation even if not provided for by the Accounting Principles that may be deduced from the Beneficiary’s consolidated financial statements.

“Financial Indebtedness” means any indebtedness relating to:

(a)

financing and loans of any type made with any technical form;

(b)

bonds and credit instruments issued in any form and similar instruments;

(c)

financial lease agreements;

(d)

(e)

payment deferred by more than 180 (one hundred and eighty) days of the purchase price of any goods or services;

(f)

transactions in derivatives (to that end, the mark to market value of the derivative if negative is deemed to be the value of the transaction);

(g)

any counter guarantee or indemnity provided in respect of guarantees, bonds, letters of credit or other similar instruments issued by a bank, a financial intermediary or an insurance; and

(h)

without any duplication, any guarantee, indemnity or similar commitment relating to any of the items referred to in paragraphs (a) to (e) above.

“Consolidated Net Financial Charges” means, at a consolidated level:

(a)

the cost of interest and fees relating to Financial Indebtedness except for the Financial Indebtedness deriving from and/or concerning:

(i)

transactions in derivatives (to that end, the mark to market value of the derivative if negative being considered to be the value of the transaction);

(ii)

any counter guarantee or indemnity or similar commitment provided by the Beneficiary;

(iii)

The Non-Utilization Fee and the Arrangement Fee; plus

(b)

(c)

interest receivable, exchange rate gains deriving from Financial Indebtedness expressed in currencies other than the euro or from other transactions performed in order to cover the exchange rate risks and revenues and profits deriving from transactions performed in order to cover the risks of variation in the interest rates.

“Reference Period” means a period of 12 (twelve) months ending on a Calculation Date.

16.2.

Financial commitments

The Beneficiary undertakes to observe the following financial commitments:

(a)

leverage ratio: the Consolidated Net Financial Debt on each Calculation Date shall not be higher than 2.5 times the Consolidated EBITDA for the Reference Period ending on that Calculation Date.

(b)

PFN/PN [Net Financial Position/Net Worth]: the Consolidated Net Financial Debt on each Calculation Date shall not be higher than 1.5 times the Net Worth for the Reference Period ending on that Calculation Date.

16.3.

Reporting periods

The financial commitments referred to in Article 16.2 above (Financial commitments) shall be:

(a)

calculated based on the Accounting Principles;

(b)

checked, based on the data supplied by the Beneficiary with reference to the Reference Period, on each Calculation Date; and

(c)

notified to the Bank by submission of a Certificate of Compliance.

16.4.

Accounting Principles

(a)

The Beneficiary undertakes to inform the Bank of any change in the Accounting Principles on the basis of which the certified consolidated financial statements have been prepared and to promptly provide the Bank with the following:

(i)

a full description of such changes; and

(ii)

(b)

In the event of a change in the Accounting Principles by the Beneficiary or by any of its Subsidiaries, the procedure for calculating the financial commitments referred to in Article 16.2 (Financial commitments) shall be redefined by the Beneficiary and subsequently checked in good faith by the Bank (or by third parties appointed by it) to take such change into account. If that is not possible, or the Beneficiary does not agree with the Bank’s calculation, the check on the financial commitments shall continue to be made based on the Accounting Principles adopted on the Date of Signature.

16.5.

Remedies in the event of violation of the financial commitments

(a)

Violation, on any Calculation Date, of the commitments referred to in paragraphs (a) or (b) of Article 16 (Financial commitments) may be remedied by the payment of Own Resources to the Beneficiary (the “Relevant Amount”) within 15 Business Days of submission to the Bank of the Certificate of Compliance indicating such violation, it remaining understood that, for the purposes of the recalculation, the payment shall be deemed to be made on the first day of the Reference Period.

(b)

The provision set out in paragraph (a) shall apply:

(i)

for non-consecutive six-month periods; and

(ii)

not more than 4 (four) times during the lifetime of the Loan.

17.

COMMITMENTS

17.1.

Commitments

The Beneficiary’s obligations pursuant to this Article 17 (Commitments) shall remain in force until the claims held by the Bank in respect of the Beneficiary deriving from this Agreement and from the Financial Documents have been fully satisfied.

17.2.

Authorizations

(a)

The Beneficiary shall promptly obtain, maintain and comply with the terms of any authorization required by legal or regulatory provisions in force in the individual countries in which it operates and necessary for it to be able to fulfil its obligations.

(b)

The Beneficiary undertakes to obtain and maintain all necessary authorizations to carry out its activities as carried out at any time.

17.3.

Fulfilment of the legal obligations

The Beneficiary shall fulfil all the legal and regulatory provisions applicable thereto (including environmental and tax laws), in cases where default shall be such as to give rise to a Material Adverse Effect.

17.4.

Pari passu

The Beneficiary shall ensure that its obligations deriving from the Financial Documents are not subordinate to any other obligation assumed by it, apart from the privileges laid down by law.

17.5.

Negative pledge

During the period in which the amount of the Loan drawn down and not repaid exceeds €60,000,000, the Beneficiary may not establish or maintain Real Guarantees intended to guarantee its own financial obligations and/or those of one or more Group Companies for an overall amount exceeding €150,000.000.

17.6.

Change of activities

The Beneficiary undertakes not to substantially change its activities in relation to those carried out on the Date of Signature.

17.7.

Mergers and extraordinary transactions

The Beneficiary undertakes not to perform Extraordinary Transactions that may give rise to a Material Adverse Effect without the Bank’s prior consent which shall not be unreasonably refused and in any event without prejudice to any treasury share purchase transaction which the Beneficiary shall be entitled to perform for a maximum amount not exceeding that stipulated by its articles of association at any time.

17.8.

Intellectual and Industrial Protection

The Beneficiary shall maintain the validity of its Intellectual and Industrial Property and take any measure necessary or reasonably appropriate to protect the Intellectual and Industrial Property against any unpermitted enjoyment or use, within the limits in which it is necessary to avoid a Material Adverse Effect.

17.9.

Maintenance of insurance cover

The Beneficiary shall insure its activities and its assets with suitable insurance policies in accordance with the criteria normally adopted in the sector in which they operate.

17.10.

Charges

The Beneficiary undertakes to:

(a)

ensure that all the Charges howsoever payable by it at any time (including following changes in the tax regime or administrative regulations) are promptly and correctly paid within the periods permitted by law, except for any Charges disputed in good faith for which the Beneficiary shall promptly set up a suitable reserve or provide evidence, reasonably satisfactory to the Bank, of the unfounded nature of the relevant claim;

(b)

(c)

regularly, correctly and promptly collect and pay the withholdings laid down by law applicable on the sums paid by it; and

(d)

maintain residence for tax purposes in Italy.

17.11.

Auditors

The Beneficiary undertakes to ensure that its consolidated financial statements are subjected to audit at any time and that the auditors are PricewaterhouseCoopers, Ernst & Young, KPMG o Deloitte & Touche or any other leading firm of auditors appointed by the Beneficiary.

17.12.

Amendments to the articles of association

The Beneficiary undertakes not to amend and to ensure that the other Group companies do not make amendments to their articles of association that might give rise to a loss for reasons of the Bank pursuant to the Financial Documents without the Bank’s prior consent, apart from any amendments required by law.

17.13.

Collaboration in case of a Material Event

If a Material Event occurs, the Beneficiary undertakes to collaborate with the Bank when the latter investigates the scope and consequences of such events as well as the circumstances giving rise thereto.

17.14.

Shareholder loans

The Beneficiary shall ensure that any loan provided by its shareholders (or by Subsidiaries or Associates thereof) is subordinate (by way of principal and interest) to the full repayment of the Loan.

17.15.

Sanctions

(a)

The Beneficiary may not use a Utilization, either directly or indirectly, or grant or otherwise make available the income from such Utilization to a Subsidiary or Associate thereof or to another person:

(a)

in order to finance the activities of, or the transactions with, a person that is, on the date of the loan, a Sanctioned Person or carried out in a Sanctioned Nation on the date of such loan; or

(b)

in any other way involving a violation of Sanctions by the aforesaid persons (including any person participating in the loan referred to in this Agreement, in the capacity of subscribers, advisors, investor, financier, Bank or agent for the guarantees or otherwise).

(b)

The Beneficiary may not use, either directly or indirectly, for the repayment of the Loan, funds originating from activities, business or projects in violation of the Sanctions and/or that may result in violation of the Sanctions by it.

18.

Material Events

18.1.

Material Events

Each of the events described in this Article 18 (Material Events) constitutes a Material Event.

18.2.

Non-payment

Non-payment on the due date of any amount payable by the Beneficiary pursuant to the Financial Documents with the procedure laid down by them, unless the non-payment:

(a)

is due solely to technical or administrative errors in the transfer of the funds; and

(b)

is made within 5 (five) Business Days of the due date.

18.3.

Financial commitments

Without prejudice to the provisions of Article 16.5 (Remedies in the event of violation of the financial commitments), the Beneficiary’s default on the provisions of Article 16 (Financial commitments).

18.4.

Default on other obligations

The Beneficiary’s default on the provisions of the Financial Documents (save as provided for in Article 18.2 (Non-payment) or in Article 18.3 (Financial commitments)) or in Article 17 (Commitments) of this Agreement, unless such default

(a)

can be remedied; and

(b)

is remedied within 20 (twenty) days of the more recent of the Bank’s notification of default and the date on which the Beneficiary becomes aware of the default itself.

18.5.

Truthfulness of the declarations

The untruthfulness of any material aspect of any one of the declarations issued or repeated by the Beneficiary in any of the Financial Documents or in any document submitted by the Group companies or on their own behalf pursuant to the Financial Documents, unless the state of affairs can be amended in such a way as to remedy the untruthfulness within 20 (twenty) days of the more recent of the Bank’s notification of the untruthfulness and the date on which the Group companies become aware of the untruthfulness itself.

18.6.

Cross-default

(a)

The occurrence, in relation to any Financial Indebtedness held by the Beneficiary, of one of the following circumstances:

(i)

non-payment of any amount on the date laid down by contract (following any grace period);

(ii)

application of the acceleration clause (even following termination, withdrawal or any other event); or

(iii)

a request for early repayment;

in each case, as a result of default (howsoever qualified) by the Beneficiary.

(b)

The provision referred to in paragraph (a) above shall not apply if the overall amount of the Financial Indebtedness for which one of the circumstances referred to in the aforesaid paragraph occurs amounts to less than €10,000,000.00 (ten million) overall.

18.7.

Insolvency

The occurrence in respect of the Beneficiary of one of the following circumstances:

(i)

it is, or is considered for legal purposes, unable to regularly fulfil its obligations or is in any event insolvent;

(ii)

it admits its incapacity to regularly pay its debts when they fall due;

(iii)

it ceases to pay its debts or indicates its intention to that effect for reasons other than a bona fide dispute over the relevant payment obligations;

(iv)

owing to financial difficulties, it commences negotiations with its creditors in order to ensure that its debt is rescheduled;

(v)

(vi)

a moratorium is declared in relation to its indebtedness or part thereof.

18.8.

Insolvency proceedings

(a)

Save as provided for below, the occurrence of one of the following circumstances in respect of the Beneficiary:

(i)

the commencement of negotiations for an arrangement with creditors, a recovery plan pursuant to article 67 of Royal Decree No. 267 of 16.3.1942 and the restructuring agreements pursuant to article 182-bis or the former article 182-septies of Royal Decree No. 267 of 16.3.1942, a transfer of assets to creditors or similar agreements with its creditors;

(ii)

the calling of a shareholders’ meeting for liquidation (or application for liquidation) or approval of such a resolution;

(iii)

the submission or notification by a party of an application for admission to insolvency proceedings;

(iv)

the issue of an order for admission to insolvency or liquidation proceedings; or

(v)

the commencement in a jurisdiction of proceedings similar to those mentioned above.

Paragraph (a) shall not apply to the filing of an application for bankruptcy (or the initiation of other insolvency proceedings in any jurisdiction) submitted by a creditor, if (i) the application is disputed in good faith and with due diligence; (ii) the company concerned demonstrates to the Bank that the application is clearly unfounded; and (iii) the application is extinguished within 45 (forty-five) Business Days.

18.9.

Enforcement proceedings

The commencement of one or more enforcement proceedings (including attachment or confiscation proceedings) on the Beneficiary’s assets for amounts or values exceeding €5,000,000.00 (five million) overall, unless (i) they are disputed in good faith and with due diligence; (ii) the Beneficiary demonstrates, on the date on which the borrower’s possible dispute is rejected, that it has cash reserves available to extinguish them; and (iii) they are extinguished within 40 (forty) Business Days.

18.10.

Suspension, interruption or change of activities

A Group company suspends, interrupts or threatens to suspend or interrupt, or substantially changes its activities if such suspension, interruption, threat of suspension or interruption or substantial change in activities may have a Material Adverse Effect.

18.11.

Worsening of the claims

The occurrence of an event or a series of events (associated or otherwise) that have a Material Adverse Effect.

18.12.

Remedies in case of a Material Event

(a)

If a Material Event exists, the Bank shall have the right, to be exercised by written notification to the Beneficiary, to:

(i)

declare the occurrence of a Material Event; and/or

(ii)

withdraw from this Agreement; and/or

(iii)

declare that the acceleration clause shall be applied against the Beneficiary in respect of all or part of its payment obligations; and/or

(iv)

in the case of the Material Events described in Article 18.2 (Non-payment), terminate this Agreement in accordance with the provisions of Article 1456 of the Civil Code; and/or

(v)

in the case of Material Events other than those referred to in paragraph (iv) above, terminate this Agreement, in accordance with the provisions of Article 1454 of the Civil Code.

(b)

In the event of withdrawal, application of the acceleration clause or termination pursuant to paragraph (a) above:

(i)

all the amounts for which the application of the acceleration clause has been declared in respect of the Beneficiary pursuant to this Agreement shall become immediately due and payable together with all the other amounts payable by the Beneficiary pursuant to the Financial Documents; and

(ii)

the Loan shall be immediately cancelled.

(c)

The remedies provided for in this Article 18.12 (Remedies in case of a Material Event) shall be added to any remedy made available by the Bank pursuant to the law.

19.

PROOF

19.1.

Statements of account

The Bank’s statements of account relating to this Agreement shall provide proof in any location and for all purposes of the claims against the Beneficiary except in the event of proof to the contrary.

19.2.

Accounting records and results

The Bank’s accounting records and results relating to the Financial Documents shall provide proof in any location and for all purposes of the claims indicated therein except in the event of subsequent proof to the contrary.

19.3.

Calculation

The interest and fees payable pursuant to this Agreement shall accrue on a daily basis and shall be calculated for the actual number of days elapsed based on a year of 360 days.

20.

FEES

20.1.

Non-Utilization Fee

For the granting of the Revolving Credit Facility, the Beneficiary shall pay a non-utilization fee (the “Non-Utilization Fee”) to be calculated on the amount of the Revolving Credit Facility granted and not utilized and equal to 10 bps per annum, as from the Date of Signature up to the end of the Period of Availability (or up to the date on which the Revolving Credit Facility has been fully revoked or cancelled pursuant to this Agreement). Such Non-Utilization Fee shall be paid in arrears (i) being debited on the last calendar day of the period to which it refers and at half-yearly intervals as from the Date of Signature; (ii) on the last day of the Period of Availability; and (iii) in the event of revocation or full cancellation of the Revolving Credit Facility, on the date on which such revocation or cancellation takes effect pursuant to this Agreement.

20.2.

Arrangement Fee

(a)

The Beneficiary shall pay the Bank an arrangement fee (the “Arrangement Fee”) established in an amount equal to €150,000.00 (one hundred and fifty thousand).

(b)

The arrangement fee shall be paid by the Beneficiary to the Bank in a single instalment at the time of arrangement of the Loan.

21.

INDEMNITIES AND COSTS OF REUSE

21.1.

Indemnities for currency

(a)

The Beneficiary undertakes to indemnify the Bank with regard to any documented harmful consequence, higher cost or expense (without any duplication in relation to any further harmful consequence, higher cost or expense forming the subject of indemnity by the Beneficiary pursuant to the Financial Documents) incurred by the Bank as a result of:

(i)

payment to the Bank of any amount payable by the Beneficiary pursuant to the Financial Documents: and

(ii)

conversion of that amount pursuant to a judgment, decree or other judicial or arbitration order; in a currency other than the currency having legal tender in Italy.

(b)

Save as otherwise required by law, the Beneficiary shall waive any rights it holds in any jurisdiction relating to the possibility of paying any amount pursuant to the Financial Documents in a currency other than the currency in which the amount has to be paid.

21.2.

Other indemnities

(a)

The Beneficiary undertakes to indemnify the Bank with regard to any harmful consequence or funding expenditure incurred by it as a result of:

(i)

the occurrence of a Material Event;

(ii)

the non-payment by the Beneficiary of any amount pursuant to a Financial Document on the due date;

(iii)

(unless it is attributable to the Bank) the failure to draw down a Utilization following dispatch of a Utilization Request;

(iv)

the lack of early repayment of the Loan (or part of the Loan) pursuant to a notification of early repayment; or

(v)

the activities carried out by the Beneficiary if it reasonably considers that a Material Event exists.

(b)

The Beneficiary’s liability in each of the cases indicated above shall include any harmful consequence or funding expenditure, assumed or incurred to meet any amount payable pursuant to any Financial Document, any amount repaid or any Utilization.

21.3.

Costs of Reuse

The Beneficiary undertakes to pay the Bank the Costs of Reuse incurred by that Bank and previously notified thereto with suitable notice.

22.

COSTS AND EXPENSES

22.1.

Initial costs

The Beneficiary shall bear directly the overall duly documented amount of the costs and expenses (including legal expenses in the amount agreed separately and notarial expenses) reasonably incurred by the Bank in relation to the negotiation, drafting and signature of the Financial Documents.

22.2.

Subsequent costs

Save as provided for in Article 22.1 (Initial Costs), the Beneficiary shall repay to the Bank the overall duly documented amount of the costs, fees and, in the amount agreed separately, legal and notarial expenses and expenses of other advisors reasonably incurred by the Bank in relation to:

(a)

the negotiation, drafting and signature of any Financial Document signed after the Date of Signature; and

(b)

any amendment, waiver or consent requested by, or on behalf of, the Beneficiary or specifically permitted by this Agreement.

22.3.

Costs of enforcement

The Beneficiary shall repay to the Bank the overall amount of the costs and expenses (including legal and notarial expenses) incurred by the Bank in relation to the protection or enforcement of any right held by it pursuant to a Financial Document.

23.

CHANGE IN THE PARTIES

23.1.

Transfers by the Beneficiary

The Beneficiary may not transfer, in full or in part, this Agreement or any of the Financial Documents or the rights deriving therefrom without the Bank’s prior consent.

23.2.

Transfers by the Bank

(a)

The Bank may only assign or transfer this Agreement, at any time, in full or in part, to another Qualified Bank following the Beneficiary’s written consent (which may not be unreasonably refused or delayed and which shall be deemed to be given if not expressly refused within 15 (fifteen) Business Days of the request).

(b)

Without prejudice to the provisions of paragraph (a) above, the Bank shall promptly notify the Beneficiary of the transfer, for the purposes of Article 1407(1) of the Civil Code.

(c)

The stamp and registration taxes and other similar Charges applicable to the transfers referred to in this Article 23.2 and the relevant costs and expenses (including any legal and notarial expenses) shall not be borne by the Beneficiary unless such transfer is made when a Material Event exists.

(d)

If:

(i)

the Bank makes a Transfer or changes its Operational Branch; and

(ii)

as a result of the circumstances existing on the date of the relevant transfer or change of Operational Branch, the Beneficiary is required to pay an Additional Amount, Tax Indemnity or Higher Charge;

the Beneficiary shall be required to pay that Additional Amount, Tax Indemnity or Higher Charge solely in the amount that it would have been required to pay such amounts even if the transfer or change of Operational Branch had not occurred.

24.

CONFIDENTIALITY

The Bank recognizes and accepts that some of the information which shall be supplied thereto pursuant to the Financial Documents may constitute inside information pursuant to the legislation applicable at any time and that the use of such information may be limited or precluded pursuant to such legislation, including, where applicable, the legal or regulatory provisions on abuse of inside information and market manipulation. The Bank undertakes to use the information supplied to it pursuant to the Financial Documents in accordance with the legal and regulatory provisions applicable at any time.

25.

OFFSETTING

The Beneficiary shall henceforth recognize the Bank’s right to offset at any time any claim, liquid and payable and outstanding on the date of payment provided for by this Agreement, in respect of the Beneficiary, against any claims or sums to which the Beneficiary is entitled howsoever existing at the Bank itself.

26.

PARTIAL INVALIDITY

If any provision of a Financial Document is or becomes invalid or ineffective in any jurisdiction, such a circumstance shall not have any impact on:

(a)

compliance with the law or the validity or efficacy in that jurisdiction of any other provision of the Financial Documents; or

(b)

compliance with the law or the validity or efficacy in other jurisdictions of that or any other provision of the Financial Documents.

27.

COMMUNICATIONS

27.1.

Form of communications

(a)

(b)

For the purposes of the Financial Documents, communications sent in electronic format shall be deemed to be sent in writing.

(c)

Save as otherwise provided for, any consent or agreement requested pursuant to the Financial Documents shall be issued in writing.

27.2.

Address

(a)

For any communication pursuant to the Financial Documents, the Beneficiary indicates the following address:

Alfasigma S.p.A.

Via Ragazzi del 99 n.5

40133, Bologna

Fax no.: 051/387914

Email: alfasigmaspa@legalmail.it

FAO: Stefano Pasi.

(b)

For any communication pursuant to the Financial Documents, the Bank indicates the following address:

Intesa Sanpaolo S.p.A.

IMI Corporate and Investment Banking

Direzione Global Corporate

Network Italia

Area Corporate Lazio

Via Zucchelli, 16

00187 Rome

FAO: Nadia Oliviero

Email: areaglobalcorp-roma@pec.intesasanpaolo.com

27.3.

Validity

(a)

Save as provided for below, any communication relating to the Financial Documents shall be deemed to have reached its destination:

(i)

if delivered by hand or sent by letter, at the time of delivery;

(ii)

if sent by fax, upon receipt in a legible form by the addressee;

(iii)

if sent by email or other electronic instrument, upon receipt in a legible form.

(b)

Communications received on a day that is not a Business Day or after 17:00 shall be deemed to have been received on the following Business Day in that location.

28.

TAX REGIME

The parties agree that, although the requirements are met, the Bank shall not exercise the option for the application of substitute tax on the transactions relating to medium- and long-term loans referred to in the combined provisions of articles 15 and 17 of Presidential Decree No. 601 of 29 September 1973 and subsequent amendments and additions. Consequently, this Agreement and the deeds relating hereto shall be subject to ordinary taxes.

29.

AGREEMENT FORMING THE SUBJECT OF INDIVIDUAL NEGOTIATION

Pursuant to and for the purposes of the CICR Resolution of 4 March 2003 and the “Provisions on the transparency of banking and financial transactions and services – Correctness of relations between intermediaries and clients” issued by Banca d'Italia on 15 July 2015 published in the Gazzetta Ufficiale della Repubblica Italiana [Official Gazette of the Italian Republic] on 29 July 2015, the Parties hereby recognize and confirm that this deed and each individual provision has formed the subject of individual negotiation with the assistance of their legal advisors.

30.

APPLICABLE LAW – COMPLAINTS AND CONCILIATION MEDIATION - JURISDICTION

30.1.

This Agreement is governed by Italian law.

30.2.

The Beneficiary may submit a complaint to the Bank with the procedure indicated in the Information Sheet available in the Subsidiaries and on the Bank’s website. If the Beneficiary is not satisfied with the response received or has not received a response within the periods indicated in the Information Sheet, prior to having recourse to the judge it may contact the Arbitro Bancario Finanziario [Banking and Financial Ombudsman] (ABF); to find out how to contact the Ombudsman and the scope of its competence, consult the website www.arbitrobancariofinanziario.it, ask at the Bank’s Subsidiaries or ask at the Bank.

30.3.

In order to carry out the mediation procedure within the periods stipulated by the legislation in force, the Beneficiary and the Bank may have recourse to: the Banking and Financial Conciliator – Association for the settlement of banking, financial and corporate disputes - ADR; the Regulations of the Banking and Financial Conciliator may be consulted on the website www.conciliatorebancario.it or requested at the Bank; or at another body entered in the appropriate register kept by the Ministry of Justice specializing in banking and financial matters.

30.4.

Banca d’Italia shall exercise vigilance over the activities carried out by the Bank based on this Agreement. The Beneficiary shall be entitled to submit statements to Banca d’Italia.

30.5.

Without prejudice to the competence irrevocably established by law for precautionary and enforcement orders, in the event of any dispute over the interpretation, conclusion, implementation or termination of this Agreement, the Court of Milan shall have sole competence. The Bank’s right to apply to any other competent judge pursuant to the law shall not be prejudiced, however.

30.6.

In the event of any dispute over the Financial Documents, the Beneficiary irrevocably elects domicile at its registered office.

ANNEX 1

Conditions precedent

Part I – Conditions precedent for the efficacy of the Loan Agreement

1.	A copy of the Beneficiary’s memorandum and articles of association.

If adopted, a copy of the resolution of the Beneficiary’s board of directors approving the terms of the Financial Documents and the transactions provided for therein or a copy of the documentation certifying the powers of one or more persons authorized to sign the Financial Documents to which the Beneficiary is a party.

3.	Specimen signature of the persons authorized to sign the Financial Documents and all the documents and communications provided for by the Financial Documents.

4.	Certificate of validity (containing certification of the absence of insolvency proceedings) of the Beneficiary issued by the Companies Register on a date not more than 7 (seven) Business Days prior to the Date of Signature.

Original of the declaration made by a legal representative of the Beneficiary certifying that each document listed in Part I (Conditions precedent for the efficacy of the Loan Agreement) of this Annex 1 (Conditions precedent) is (as appropriate) true, complete, effective and in force on the Date of Signature.

6.	A copy of the Basic Balance Sheet.

7.	Documents on ‘Know your customers’ and on the money laundering legislation.

8.	Evidence of payment of the Arrangement Fee payable to the Bank on the Date of Signature.

Part II – Conditions Precedent for the drawdown and/or renewals of the Utilizations

1.	Solely with regard to the first drawdown on the Loan, evidence of payment of all the fees, costs and expenses payable to the Bank on the Closing Date.

2.	Absence, on the date of the relevant Utilization Request and/or Renewal Request and on the relevant Utilization Date and/or renewal date, of any Material Event.

3.	On the date of the relevant Utilization Request and/or Renewal Request and on the relevant Utilization Date and/or renewal date, the truthfulness, accuracy and correctness of the representations and warranties made pursuant to this Agreement.

ANNEX 2

Part I - Utilization Request

To:

[·]

[Date]

Loan Agreement for an overall sum of € [·]

on [·] (the “Loan Agreement”)

We refer to the Loan Agreement indicated above. The terms used in this Utilization Request shall have the meaning attributed to them in the Loan Agreement.

1.	We are applying to benefit from the Utilization indicated below:

Utilization Date: [·];

Amount: € [·];

Utilization Term: [·] months.

2.	We confirm that:

(a)

the conditions precedent referred to in Article 4 of the Loan Agreement have been fulfilled;

(b)

on the date hereof, the representations and warranties contained in the Loan Agreement are true and complete and no Material Event exists or will occur as a result of the Utilization.

3.	We hereby authorize your institution to credit the sums referred to in paragraph 1 above to the Current Account pursuant to and for the purposes of Article 5.1 (Utilization Procedure) of the Loan Agreement.

For and on behalf of

[Alfasigma S.p.A.]

Part II - Renewal Request

To:

[·]

[Date]

Loan Agreement for an overall sum of € [·]

on [·] (the “Loan Agreement”)

We refer to the Loan Agreement indicated above. The terms used in this Utilization Request shall have the meaning attributed to them in the Loan Agreement.

1.	[·] we wish to renew the Utilization indicated below:

Renewal date: [·];

Amount: € [·];

Utilization Term: [·] months.

2.	We confirm that, on the date hereof, the representations and warranties contained in the Loan Agreement are true and complete and no Material Event exists or will occur as a result of the Utilization.

3.	We hereby authorize your institution:

(a)

to debit the Current Account for an amount equal to € [·] on / by way of interest on the Revolving Credit Facility.

(b)

[if the amount forming the subject of renewal is lower than the Utilization when due] to debit the Current Account for an amount equal to € [·] on / by way of repayment of the Revolving Credit Facility

For and on behalf of

[Beneficiary]

ANNEX 3

Model Certificate of Compliance
[On the Beneficiary’s headed paper]

To:

[·]

Date: [·]

Loan Agreement for an overall sum of € [·] on [·] (the “Loan Agreement”) We refer to the Loan Agreement indicated above. The terms with an initial capital used in this certificate shall have the meaning attributed to them in the Loan Agreement.

1.	This document is a Certificate of Compliance.

2.	It is confirmed that on [insert relevant Calculation Date]:

(a)

ratio between Consolidated Net Financial Indebtedness and Consolidated EBITDA:

the Consolidated Net Financial Indebtedness for the Reference Period ending on [insert relevant Calculation Date] was equal to [·] and the Consolidated EBITDA for the Reference Period ending on [insert relevant Calculation Date] was equal to [·]; consequently, the ratio between Consolidated Net Financial Indebtedness and Consolidated EBITDA for the Reference Period ending on [insert relevant Calculation Date] was equal to [·] where the relevant ratio referred to in the Loan Agreement is equal to [·];

(b)

ratio between Consolidated Net Financial Indebtedness and Net Worth:

the Consolidated Net Financial Indebtedness for the Reference Period ending on [insert relevant Calculation Date] was equal to [·] and the Net Worth for the Reference Period ending on [insert relevant Calculation Date] was equal to [·]; consequently, the ratio between Consolidated Net Financial Indebtedness and Net Worth for the Reference Period ending on [insert relevant Calculation Date] was equal to [·] where the relevant ratio referred to in the Loan Agreement is equal to [·];

3.	Details of the calculations producing the results referred to in paragraph 2 above are attached.

4.	We confirm that no Material Event exists on [insert relevant Calculation Date].

If you agree with the Draft, please confirm your acceptance to us by sending us a letter reproducing the content of the Draft, duly signed on each page and signed to indicate your acceptance or duly signed in digital form.

Regards

BANK

INTESA SANPAOLO S.P.A.


Name:

Title:”

***

To indicate full and integral acceptance of your draft set out above

BENEFICIARY

ALFASIGMA S.p.A.

/s/ Francesco Balestrieri
Name: Francesco Balestrieri
Title: CEO

Exhibit (b)(5)

Alfasigma S.p.A.

Via Ragazzi del 99, n. 5

40133 - Bologna

To the kind attention of Mr. Francesco Balestrieri

Bologna, December 20 2022

Subject: Loan Agreement - Proposal

Dear Sirs,

Further to the agreements that have been established we wish to present to you our proposal concerning a loan agreement based on the terms and conditions specified below (the 'Proposal').

* * *

BANCO BPM S.p.A.

Parent Company of the BANCO BPM Banking Group

Registered office: Piazzo F. Meda, 4 • 20121 Milan - Tel. 02 77001

Administrative headquarters: Piazza Nogara, 2 - 37121 Verona - Tel. 045 8675111 www.gruppo.bancobpm.it

Share Capital as at 04.15.2021: 7,100,000,000.00 Euro (fully paid up). - ABI code 05034, Fiscal (taxation) Code and Registration at the Company Registration Office of Milan Monza Brianza Lodi: 09722490969, Representative of the Gruppo IVA Banco BPM, VAT reg. 10537050964, a Member of the Interbank Fund for the Protection of Deposits and the National Guarantee Fund, Listed in the Register of Banks of the Banca d’Italia and the Register of Bank Groups.

ALFASIGMA S.p.A.

(In its capacity as the Recipient)

and

Banco BPM S.p.A.

(In its capacity as the Financing Bank)

LOAN AGREEMENT

TABLE OF CONTENTS

ARTICLE		PAGE

1.	INTERPRETATION OF TERMS	1

2.	FINANCING	11

3.	PURPOSE	11

4.	CONDITIONS PRECEDENT	12

5.	DISBURSEMENT	12

6.	REIMBURSEMENT	14

7.	EARLY REPAYMENT AND CANCELLATION	14

8.	INTEREST	16

9.	RULES CONCERNING TRANSPARENCY	17

10.	ALTERNATIVE TAXES	18

11.	TAXES AND FISCAL CHARGES	19

12.	FURTHER CHARGES	22

13.	COOPERATION	22

14.	PAYMENTS	23

15.	DECLARATIONS	24

16.	DISCLOSURE REQUIREMENTS	28

17	COMMITMENTS OF A FINANCIAL NATURE	30

18.	COMMITMENTS	33

19.	MATERIAL EVENTS	37

20.	TRIAL	39

21.	FEES	40

22.	COMPENSATION AND COSTS FOR RE-USE	40

23.	COSTS AND EXPENSES	41

24.	MODIFICATIONS AND WAIVERS	42

25.	MODIFICATION OF PARTlES	42

26.	CONFIDENTIALITY	43

27.	COMPENSATION	45

28.	PARTIAL INVALIDITY	45

29.	NOTIFICATIONS	46

30.	FISCAL TREATMENT AND SUBSTITUTE TAX	47

31.	CONTRACT SUBJECT TO INDIVIDUAL NEGOTIATION	47

32.	APPLICABLE LAW - COMPLAINTS AND CONCILIATORY MEDIATION – COMPETENT COURT OF LAW	47

ANNEXES

ANNEX		PAGE

ANNEX 1		49

ANNEX 2		50

ANNEX 3		51

ANNEX 4		53

ANNEX 5		54

BANCO BPM S.p.A.

Parent Company of the BANCO BPM Banking Group

Registered office: Piazza F. Meda, 4 - 20121 Milan - Tel. 02 77001

Administrative headquarters: Piazza Nogara, 2 - 37121 Verona - Tel. 045 8675111

www.gruppo.bancobpm.it

Share Capital as at 04.15.2021: Euro 7,100,000,000.00 (fully paid up). - ABI code 05034, Fiscal (taxation) Code and Registration at the Company Registration Office of Milan Monza Brianza Lodi: 09722490969, a Member of the Interbank Fund for the Protection of Deposits and the National Guarantee Fund, Listed in the Register of Banks of the Banca d'Italia and the register of Bank Groups.

iii

LOAN AGREEMENT

between

(1)

ALFASÌGMA S.p.A., a corporation with registered offices in Bologna at 5, via Ragazzi dei '99, and listed in the Register of Companies of Bologna under registration No. 03432221202, in its capacity as a recipient (the 'Loan Recipient');

and

(2)

Banco BPM S.p.A., a bank incorporated under Italian law, with registered offices at 4, Piazza Filippo Meda - 20121, Milan, with share capital as at April 7 2018 amounting to 7,100,000,000.00 Euro (fully paid up), listed in the Register of Banks and a member of the Banco BPM Bank Group, and listed in the Register of Bank Groups with registration 5034, with fiscal (tax) code, VAT registration and registration at the Register of Companies of Milan 10537050964, which participates in this agreement in its capacity as a financing bank, and referred herein to as the 'Financing Bank'.

The following provisions are hereby AGREED UPON AND STIPULATED:

INTERPRETATION OF TERMS

1.1.

Definitions

In this agreement (hereinafter, the Contract):

'Permitted Acquisition': refers to acquisition on the part of the Recipient of 100% (one hundred percent) of the shares of the company Sofar S.p.A., which has registered offices in Via Firenze, 40 - 20060 Trezzano Rosa (MI), with fiscal (tax) code, Register of Companies registration number and VAT Code 03428610152.

'Affidavit' (statement) refers to the Affidavit identified by the Italian Revenue Authority pursuant to the Provision of the Director of the Revenue Authority of July 10 2013 (Protocol 2013/64404), available in the website www.agenziaentrate.gov.it, or each analogous version as may be approved from time to time by the Revenue Agency.

'Attestation of Conformity’ refers to a declaration, the form of which will substantially correspond to that presented in Annex 4 {Model of an Attestation of Conformity).

The meaning of the term 'Acceptable Bank' corresponds to that presented in clause 1 7.1 (Definitions) of this Agreement.

The term 'Qualified Bank' refers to an entity that is the actual beneficiary of payments of interest or equivalent proceeds made in accordance with the purposes of this Agreement, and which is:

(a)

a credit institution or other financial institution authorized to practice banking or financial activities in Italy, pursuant to Legislative Decree 385 of September 1 1993 or Legislative Decree 58 of February 24 1998, resident for tax purposes in Italy pursuant to Art. 73 of the Italian Consolidated Income Tax Code (TUIR) and which does not operate in relation to the purposes of this contract through a permanent establishment located abroad; or

(b)

a credit institution or other financial institution authorized to practice banking or financial activities in Italy, not resident in Italy with respect to fiscal purposes, and operating through a permanent establishment in Italy for which any payment received pursuant to the Financial Documents will be recognized as business income pursuant to Articles 81, 151 and 152 (1) of the Italian Consolidated Income Tax Code; or

(c)

a credit institution or other financial entity authorized to practice banking or financial activities in Italy, which: (i) is not resident for tax purposes in Italy; (ii) does not act for the purposes of this Agreement through a permanent establishment in Italy; (iii) has entered into a double taxation treaty with Italy pursuant to which it is entitled to receive payments of interest or equivalent income from a subject resident in Italy without the application of a Withholding Tax; and (iv) satisfies any other requirement necessary to benefit from full exemption from Withholding Tax under the aforementioned treaty; or

(d)

a subject that is the direct recipient of interest payments or equivalent proceeds on the part of the Borrower and which, pursuant to Art. 26 (5-bis) of Presidential Decree 600 of September 29 1973, as amended and supplemented from time to time, is entitled to receive interest payments or equivalent proceeds made by the Borrower pursuant to this Agreement without application of any Tax Withholding; or

(e)

any subject to which an interest payment can be made without Withholding Taxes imposed by Italian law.

The term 'Change of Control' has the meaning attributed to this term in Art. 7.2 (a) (Mandatory Early Reimbursement - Change of Control).

The term 'Assignment’ has the meaning set forth in Art. 25.2.2 (Assignment on the part of the Financing Bank).

The term 'Code’ refers to the US Internal Revenue Code of 1986.

The term 'Civil Code’ refers to the Italian Civil Code, the content of which was approved by Royal Decree 262 dated March 16 1942, as subsequently amended and integrated.

The term 'Business Crisis and Insolvency Code’ corresponds to Legislative Decree 14 of January 12 2019 (the Business Crisis and Insolvency Code), issued pursuant to Law 155 of October 19 2017, as amended from time to time, also in accordance with Legislative Decree 83 of June 17 2022, as integrated in each case.

The term 'Associated Undertaking’, with respect to an entity, refers to a Subsidiary or the Controlling Company of the entity referred to, or any Subsidiary of the Controlling Company in question.

The term 'Non-usage Fee’ has the meaning set forth in Art. 21.1 (Non-usage Fee).

'Arrangement Fee' has the meaning presented in Art. 21.2 (Arrangement Fee).

The term 'Current Account’ refers to the current account with the IBAN code IT80D0503402410000000022740, held in the name of the Recipient at the Financing Bank and dedicated to the operational framework of the Financing process.

The term 'Contract’ refers to this agreement regarding Financial Assistance.

The term 'Controlling Company', in relation to a subject, refers to the company with respect to which the entity in question is a Subsidiary.

The term 'Subsidiary' refers to a subsidiary entity pursuant to Art. 2359 (1), sub-sects. 1 and 2 of the Civil Code.

The term 'Relevant Subsidiary’ refers, at any given time, to each company of the Group whose EBITDA represents, individually, on the basis of the most recent Certificate of Conformity and/or consolidated Group Financial Statement delivered to the Financing Bank, at least 5% (five percent) of the EBITDA of the Group and/or whose total assets individually represent at least 10% (ten percent) of the Group's total assets.

The term 'Costs for Re-use’ refers to the amount which, pursuant to this Contract, a Financing Bank is entitled to receive as compensation in the event of voluntary early repayment, with the exception of the reimbursements provided for pursuant to clause 7.1 (Mandatory early repayment - infringement of legal provisions), of the Loan, calculated by the Financing Bank as the algebraic difference having a positive value, between:

(a)

the amount of interest (excluding the ‘Margin’) which the Financing Bank would have received for the period between the date when payment was made and the last day of the Period of Duration of an ongoing Utilization if the payment had been made on the last day of the relative Period of Duration of a Utilization; and

(b)

the amount of interest the Financing Bank would receive by placing an amount equal to the amount of the advance payment in a deposit at a primary institution on the interbank market for the period lasting between the date of payment and the last day of the Period of Duration of a particular Utilization.

The 'FATCA Application Date’:

(a)

with regard to a ‘withholdable payment’, as described in section 1473(1) (A)(i) of the Code (relating to payments of interest and certain other payments from sources located within the territory of the United States of America), this date corresponds to July 1 2014;

(c)

with regard to a 'withholdable payment’ as described in section 1473(1) (A)(ii) of the Code (relating to gross proceeds from transfers that may produce interest from sources located within the territory of the United States of America), this corresponds to the date January 9 2019; or

(d)

with regard to a ‘passthru payment', as described in section 1471 (d) (7) of the Code, which is not covered under sections (a) or (b) above, the date referred to is January 1, 2019,

or, in each case, this will be the different date starting from which a payment becomes subject to a withholding or a deduction (for any reason) pursuant to the FATCA Regulations or following a change in the FATCA Regulations occurring after the Date of Conclusion.

The term 'Closing Date’ refers to the date of the initial Utilization of the Revolving Credit Line.

The term 'Date of Assignment' has the meaning illustrated in Art. 25.3 (Assignment Method).

The term 'Date of Observation’ refers to the 2nd (second) Business Day preceding:

(a)

each Date of Utilization, or

(b)

the date of expiry of a Utilization following a Renewal Request, when the Financing Bank will proceed to identify the Reference Rate for the purpose of determining the Interest Rate.

The term 'Date of Expiry of a Utilization’ indicates - in relation to each Utilization disbursed through the Revolving Credit Line - the last Business Day of the relative Period of Duration of a Utilization.

The term 'Final Date of Expiry’ refers to the date established 36 (thirty-six) months after the Date of Conclusion.

The term 'Date of Conclusion’ refers to the date when this Agreement is signed.

The term 'Date of Utilization’ refers to the Business Day indicated by the Recipient in the relative Utilization Request for the provision of a Utilization or, as the case may be, the Business Day when a Utilization is renewed pursuant to Art. 1.1 (b) (Renewal of Utilizations).

The term 'Declaration of Exemption’ refers to the statement made according to the format provided for in Annex 5.

The term 'Financial Documents’ refers to:

(a)

this Agreement;

(b)

the Utilization Request; and

(c)

any other contract or document designated as such, jointly, by the Financing Bank and the Recipient.

The term 'Material Adverse Effect’ refers to the consequences of any event that that has occurred which may significantly have an effect on:

(a)

the equity or financial or operational situation of the Recipient and/or the Group considered as a whole; or

(b)

the ability of the Recipient to meet payment obligations indicated in the Financial Documents, taking into account the contractually determined deadlines, and

(c)

the effectiveness of the Financial Documents.

'EURIBOR’: With respect to any amount in Euro to be disbursed to - or which is owed by - the Recipient pursuant to the Financial Documents, and in relation to which, for a specified period of time, interest will accrue, this term refers to:

(a)

the rate referred to as the 'European InterBank Offered Rate”, for a period of 1 (one), 3 (three) or 6 (six) months (360 day-count basis), depending on the Interest Period chosen by the Recipient in the relative Disbursement Request, with timely identification (the rate being recorded at 11:00 am CET on the Date of Publication by the Euribor Management Committee - the European Money Markets Institute (EMMI) and disseminated through the main telematic networks, e.g., http://it.euribor-rates.eu, and published in the specialized press on the Date of Publication); or

(b)

It should be noted that if, for the relative period of time, the EURIBOR rate is not published as per the methods indicated in the previous section (a), the alternative rate determined pursuant to and by effect of Art. 10 (Alternative Rates) of this Agreement will be used.

The term 'Euro’ refers to the single currency of the Participating Member States.

The term 'Material Event’ refers to an event determined as such on the basis of the provisions of this Agreement.

The term 'Operational Branch’ refers to the branch through which the Financing Bank provides Funding.

“Financing” refers to the Revolving Credit Line made available to the Recipient pursuant to this Agreement.

The term 'Collateral' refers to any real right of security, a conventional lien, an assignment of goods or credit under a guarantee and any deed or transaction or set of deeds or transactions having the purpose or effect of establishing an asset as a form of security in the interest of the settlor or third parties.

The term ‘Day of Quotation’ indicates, with respect to each term corresponding to a Period of Duration of a Utilization, the day when prices are ordinarily identified by the leading banks in the European interbank market in relation to deposits in Euro, with this day being moreover construed as the second Business Day preceding the first day of each Permitted Period of Duration or, as applicable, the first day of each Period of Duration of a Utilization.

The term 'Business Day’ refers to a day (other than a Saturday and a Sunday) which is a TARGET Day, and on which banks are open and carry out their ordinary business activities in Milan.

The term 'Group’ refers to a Recipient and its Subsidiaries.

The term 'Total Commitment of the Revolving Credit Line’ refers to a total amount not exceeding 100,000,000.00 (one hundred million/00) Euro in aggregate for the entire duration of the Financing.

The term 'Revolving Credit Line Commitment'

(a)

in relation to a Financing Bank, the term refers to the amount in Euro which is indicated together with the name of the Financing Bank in Annex 1(Financing Bank) of this Agreement on the Revolving Credit Line; and

(b)

in relation to any other Financing Bank, it refers to the amount in Euro of any Revolving Credit Line Commitment assigned to the Financing Bank under this Agreement,

insofar as the amount has not been waived, reduced or assigned pursuant to this Agreement.

The term 'Tax Compensation’ refers to a payment made by the Recipient to the Financing Bank in respect of a Withholding Tax or compensation relating to a Tax in accordance with the provisions of the Finance Documents.

The term 'Bankruptcy Law’ refers to Royal Decree 267 of March 16 1942, as subsequently amended and/or integrated, also in light of the Business Crisis and Insolvency Code and Decree Law 118 of August 24 2021.

The phrase 'Letter concerning Fees' refers to the letter to be signed by the Recipient and by the Financing Bank in relation to payment of the Arrangement Fees.

The term 'Revolving Credit Line' has the meaning set forth in Art. 2.1 (Financing).

The term 'Further Charges' indicates:

(a)

an additional charge or the increase of a particular cost;

(b)

a reduction in revenue relating to the Financial Documents due to a reduction of the Margin; or, that is,

(c)

a reduction of an amount that is due and payable under any Finance Document,

which have incurred or are borne by the Financing Bank or one of its Affiliates provided that it may be made subject to the stipulation of any Financial Document or to participation in the Financing or fulfilment of its obligations pursuant to the provisions of a Financial Document.

The term 'Margin' corresponds to 0.75 percentage points per year.

The term 'Company Resources' refers to:

(a)

share capital and available reserves;

(B)

shareholder loans, provided that they are fully subordinated and deferred, presenting a ‘junior’ nature, for capital, interest and any other amount due for any reason, for Financing under terms and conditions satisfactory for the Financing Bank; and

(c)

non-repayable contributions, capital and future capital-increase payments, provided that, in each case, they will not be refundable to shareholders.

The term 'Sanctioned Nation' refers to a nation or a territory which, from time to time, is subject to Sanctions or whose government is, in each case, subject to Sanctions which broadly impede relations with such a government, territory or nation.

The term 'FATCA Regulations' refers to:

(a)

sections 1471 to 1474 of the Code or any related official rules or regulations;

(b)

any treaty, law, regulation or official rule established in any other jurisdiction or an intergovernmental agreement between the United States of America and any other jurisdiction, which (in either case) facilitates the implementation of the regulations indicated in section (a) above; and

(c)

any agreement entered into with the United States Internal Revenue Service, the government of the United States of America or any governmental or taxation authority in any other jurisdiction pursuant to the implementation of the regulations referred to in the preceding sections (a) or (b).

The term 'Extraordinary Operations' indicates any merger, splitting, increase or reduction of share capital or purchase of the entity’s own shares.

The term 'Related Party' has the meaning set out in the Consob Regulation (Crowdfunding) adopted with resolution 17221 of March 12 2010 (as subsequently amended).

The term ‘Parties’ refers to the parties to this Agreement.

The term 'Clean-Down Period' has the meaning attributed to it in Art. 1.1(d) of this Agreement.

The term 'Clean-Up Period' has the meaning attributed to it in Art. 18.14 (Clean-Up Period) of this Agreement.

The term 'Period of Duration of a Utilization' indicates a period, selected by the Recipient in the relative Utilization Request, of 1 (one) month, 3 (three) months or 6 (six) months, starting on the relative Date of Utilization (incl.) of a particular Utilization and ending on the Date of Expiry of the same (incl.) without prejudice to the fact that in the case of failure to make a choice on the part of the Recipient this period will have a duration of six months.

The term 'Availability Period' refers to the period of time between the Final Date of Expiry and the date falling one month before the Final Date of Expiry.

The term 'FATCA-Exempt Subject' refers to a Party that is entitled to receive payments not subject to the FATCA Withholding.

The term 'Accounting Principles' refers to:

(a)

with reference to companies incorporated under Italian law, the legal principles, as applicable on each occasion, regarding the preparation of the financial statements as integrated, by the National Board of Certified Accountants, by the documents issued by the Italian Accounting Standards Board (OIC);

(b)

if applied, the international accountancy standards referred to as International Accounting Standards or International Financial Reporting Standards (as the case may be) adopted by the International Accounting Standards Board (IASB); or,

(c)

with reference to companies operating under a jurisdiction other than that corresponding to Italian law, the accounting principles approved by an equivalent accountancy body.

The term 'Insolvency Proceedings', with the exception of those cases in which mandatory provisions prohibit the dissolution of the contractual relationship, indicates, in relation to the Recipient, the request for access to a crisis and insolvency regulation instrument subject to the filing of documentation pursuant to Art. 44 of the Business Crisis and Insolvency Code, the executive agreements of a debt recovery plan certified pursuant to Art. 56, the debt restructuring agreements pursuant to Art. 57 et seq., the moratorium agreements pursuant to Art. 62, restructuring plans subject to approval pursuant to Art. 64-bis et seq., procedures for settling over-indebtedness crises, where applicable, pursuant to Art. 65, of the Business Crisis and Insolvency Code or similar procedures pursuant to any other applicable law.

The term 'Intellectual and Industrial Property' refers to rights of ownership or use pertaining to trademarks (registered and unregistered), distinctive marks or features, companies, company or business names, internet domain names, works, computer programs, designs, slogans, patents (including any patent applications), copyright and related rights, database rights, industrial and commercial secrets, confidential information, industrial, commercial and technical information, know-how, formulas, algorithms, models, ornamental designs, methodologies and every other similar intellectual and industrial property rights, whether registered or unregistered.

The term 'Renewal Request' has the meaning set forth in Art. 1.1 (b) (Renewal of Utilizations).

The term 'Utilization Request' refers to the request for disbursement relating to the amounts allocated through the Revolving Credit Line submitted by the Recipient to the Financing Bank in the text indicated in Part 1 (Utilization Request) of Annex 3 (Utilization Requests and Renewal Requests).

The term 'FATCA Withholding' refers to a withholding or deduction provided for by the FATCA Regulations in relation to a payment due in accordance with the provisions of the Financial Documents.

The term 'Withholding Tax' refers to any withholding, deduction or withholding definitively applied or as an advance payment in respect of a Tax or other payment to a government or other public authority, imposed by the law of any jurisdiction, other than a FATCA Withholding.

The term 'Sanction' refers to any international economic, financial or trade sanction, law or regulation or a restrictive measure (including an embargo and the freezing of assets) promulgated, applied or imposed by the United States of America (and thereby enforced by the Office of Foreign Assets Control (OFAC) of the United States Treasury Department, the US State Department or the US Department of Commerce, the United Nations Security Council, the European Union and its individual Member States, by the United Kingdom (and thus enforced by the Treasury Department of the UK - HM Treasury, by the competent authorities of the Republic of Italy or by any other competent authority in relation to the aforementioned sanctions.

The term 'Basic Financial Situation' refers to:

(a)

the consolidated financial statement of the Recipient as at December 31 2021, as duly approved and certified; and

(b)

the financial statement of the Recipient as at December 31 2021, as duly approved.

The term 'Reference Shareholder' refers to Turytes SpA, a joint-stock company with registered offices in Bologna at 4, Galleria Cavour, and recorded in the Register of Companies of Bologna (registration number: 037041 50378).

The term 'Sanctioned Subject' refers to an entity identified as subjected to Sanctions or an entity owned or controlled by a Sanctioned Subject.

The term 'Participating Member State' refers to a member state of the European Union that has adopted the Euro as its legal tender pursuant to the legislation of the European Union regarding the European Monetary Union.

The term 'TARGET Day' indicates a day when the payments system denominated as the Trans-European Automated Real-time Cross Settlement Express Transfer 2 is operational for the settlement of payments in Euro.

The term 'Tax' refers to any tax, duty, stamp duty, levy, withholding tax, entitlement or fiscal charge of any kind, whether present or future, however named (including, without limitation, related additional costs, surcharges, penalties, and interest for late payment or relative penalties).

The term 'Interest Rate' has the meaning attributed to it in Art. 8.1 (Computation of Interest).

The term 'Reference Rate' refers to the EURIBOR rate for a reference period corresponding to the Periods of Duration of a Utilization, applicable as identified on the Day of Quotation and communicated by the Financing Bank to the Recipient pursuant to this Agreement.

The acronym 'TUIR' refers to Italian Presidential Decree 917 of December 22 1986 and subsequent amendments and additions.

The term 'Utilization' refers to a Utilization disbursed or renewed through the Revolving Credit Line pursuant to this Agreement.

1.2,

Other interpretative provisions

(a)

In this Agreement, unless otherwise stated:

(i)

the word authorizations refers to and includes any authorization, license, permit, concession and other provisions of a similar nature;

(ii)

the term ‘assets’ indicates and comprises both present and future tangible and intangible assets and, wherever it may be permitted by the relative context, both present and future proprietary and non-proprietary rights;

(iii)

the term ‘assignment’ and its derivatives refer to any assignment, sale or transfer - for any purpose - of the ownership of an asset or a right;

(iv)

the term ‘litigation’ refers to any judicial, arbitral or administrative proceedings (including, by way of example, enforcement proceedings, seizure or confiscation procedures and dispute resolution proceedings other than arbitration) pending before any ordinary or special judicial or administrative authority, tax authority, a body that carries out jurisdictional functions or an arbitrator or arbitration panel, either in Italy or abroad;

(v)

the expression ‘legal or regulatory provision’ refers to any provision of a legislative, regulatory or administrative nature, having the force of law or regulation at national or local level, and any other source of law or directive, which may not be legally binding, of a competent authority;

(vi)

the term ‘Debt’ refers to and comprises any pecuniary obligation (on a primary or ancillary basis);

(vii)

the term ‘modification’ and its derivatives refer to and comprise any modification, integration and novation;

(viii)

the expression ‘insolvency procedures’ - except for those cases where mandatory provisions would prohibit the dissolution of a contractual relationship - indicates, with respect to the Recipient, the request for access to a crisis and insolvency regulation instrument subject to the deposit of the documentation pursuant to the provisions of Art. 44 of the Business Crisis and Insolvency Code, the executive agreements of a debt recovery plan certified pursuant to Art. 56, the debt restructuring agreements pursuant to Art. 57 et seq., the moratorium agreements pursuant to Art. 62, restructuring plans subject to approval pursuant to Art. 64-bis et seq., procedures for settling crises relating to over-indebtedness, where applicable, pursuant to Art. 65 of the Business Crisis and Insolvency Code or similar procedures in accordance with any other applicable law;

(ix)

the term ‘administrative measure’ refers to any provision issued in any form by an administrative or regulatory authority at the national or local level;

(x)

the term ‘judicial decision’ refers to any provision issued in any form by an ordinary, administrative or special judicial authority;

(xi)

the term ‘subject’ refers to and includes any natural or legal person, whether governed by private law or public law, and any entity which may also not possess a legal personality;

(xii)

the expression ‘confidential details and data’ refers to the documents and information provided by the Recipient to the Financing Bank in relation to the operation covered by this Agreement and those provided in each case by the Recipient to the Financing Bank pursuant to Art. 16 (Disclosure Requirements) of this Agreement;

(xiii)

reference to a currency is to be construed as a reference to the currency which is the legal tender of the relative State;

(xiv)

a currently ongoing Material Event refers to a Material Event that has not been rectified and with respect to which the Financing Bank has not expressly renounced the right to avail itself of remedies provided for under the Contract and provisions of law relating to the same.

(xv)

references to a provision of law or a regulation are to be understood as referring to the provision also in a possibly amended form and comprises the implementing provisions and relative secondary legislation;

(xvi)

references to an Article or to an Annex are to be understood as referring to an article within or an annex to this Agreement;

(xvii)

references to a subject comprise the full universal successors of the same;

(xviii)

references to a Financial Document or other document shall be construed as referring to the Financial Document or other document as amended from time to time;

(xix)

references to specific hours during the day are to be understood as referring to the local time in the city of Milan.

(b)

Unless otherwise provided for, references to periods of one or more months are to be understood as referring to a period beginning on a particular day of a calendar month and ending on the numerically corresponding day in the next calendar month or in a different month of expiry, with the following exceptions:

(i)

in the event the day which numerically corresponds to the established date does not fall on a Business Day, the relative deadline shall be extended to the Business Day immediately following

(ii)

or, if such a Business Day falls in the following month, to the immediately preceding Business Day;

(ii)

if there is no numerically corresponding day in the month of expiry, the period shall end on the last Business Day of the month of expiry; and, moreover,

(iii)

notwithstanding the provisions of section (i) above, a period which begins on the last Business Day of a month will end on the last Business Day of the following month or of the different month of expiry.

(c)

Unless otherwise provided for:

(ii)

references to a Party will not include that Party if it has ceased to be a Party according to the provisions of this Agreement;

(ii)

a term or expression used in another Financial Document or in a notification made in accordance with the requirements of a Financial Document has the meaning set forth in this Agreement;

(iii)

the non-pecuniary obligations of the Recipient pursuant to the Financial Documents shall remain in force until all of their pecuniary obligations towards the Financing Bank have been fulfilled; and, moreover,

(iv)

in the event of a conflict arising between the provisions of this Agreement and those of another Financial Document the provisions of this Agreement shall prevail.

(d)

the titles of the Articles, sections and Annexes to this Contract are inserted for the sole purpose of facilitating comprehension of the same and may not be used for interpretative purposes with respect to the contractual provisions.

FINANCING

2.1.

Financing

(a)

Under the conditions set forth in this Agreement the Financing Bank grants a revolving credit line for a total amount of 100,000,000.00 (one hundred million/00) Euro (the 'Revolving Credit Line'), to be used in accordance with the provisions of Article 5 (Disbursement).

(b)

The Revolving Credit Line will be granted to the Recipient.

PURPOSE

3.1.

The Intended Purpose of Financing

Each Utilization of the Revolving Credit Line may be effected by the Recipient exclusively for the purpose of satisfying requirements related to general cash-flow exigencies of the Recipient, including therewith the payment of costs relating to the Financing process.

3.2.

Absence of verification requirements

The Financing Bank will not be required to verify that use of the Financing on the part the Recipient complies with the provisions of this Agreement.

CONDITIONS PRECEDENT

4.1

Conditions precedent to the effectiveness of the Financing Agreement

The effectiveness of the Financing Agreement and the obligation on the part of the Financing Bank to disburse any Utilization under the Financing is conditionally precedent to the Financing Bank having received from the Recipient all the documents and evidence referred to in Annex 2 {Conditions precedent) Part I {Conditions precedent to the effectiveness of the Financing Agreement) in a form and with contents deemed to be satisfactory by the Financing Bank.

4.2

Conditions precedent to the disbursement and/or renewal of Utilizations

Each disbursement and/or renewal of a Utilization, to be effected within the relative Availability Period, is conditionally precedent to (i) the occurrence, by the date of submission of the relative Utilization Request and/or, as the case may be, a Renewal Request, of all the conditions precedent set out in Annex 2 (Conditions Precedent) Part II (Conditions Precedent to disbursements and/or renewals of the Utilizations) of this Agreement in a form and with content reasonably acceptable to the Financing Bank and (ii) their persistence on the relative Utilization Date and/or renewal date.

4.3

Waiver of the Conditions

The Parties mutually acknowledge that the conditions precedent referred to in this Article (4) ^{Conditions Precedent) are not merely potestative as they are intended for the purpose of completing the operations envisaged by this Contract. These conditions precedent are established in the exclusive interest of the Financing Bank, which, therefore, may, under its own judgment and acting in good faith, decide to waive, in whole or in part, each of these conditions.

DISBURSEMENT

5.1.

Method of Use

(a)

Subject to the occurrence of the conditions precedent provided for in Art. 4 {Conditions Precedent) of this Contract, the Financing Bank will carry out, within the limits and according to the terms set out in this Contract, the disbursement of a Utilization of the Revolving Credit Line to the Recipient within the relative Availability Period in accordance with the currency of the Utilization Date, if the following circumstances jointly occur:

(i)

by 11 am (Italian time) of the 3rd (third) Business Day prior to the Utilization Date, unless otherwise agreed upon between the Financing Bank and the Recipient, the Financing Bank has received from the Recipient a Utilization Request signed by an authorized signatory of the Recipient; and

(ii)

each Utilization Request, which shall be considered as irrevocable, contains the following:

(A)

the relative Utilization Date, which (1) must coincide with a Business Day and (2) in any case, shall not be subsequent to the Availability Period; and

(B)

the Period of Duration of a Utilization in relation to the Requested Utilization, which may be 1, 3 or 6 months, at the choice of the Recipient;

(C)

the amount of the Revolving Credit Line the disbursement of which is requested (the “Requested Amount of a Utilization'), and which in any case:

(I)

shall not be less than 1,000,000 (one million) Euro and in any case in multiples of 500,000 (five hundred thousand) Euro; and

(II)

shall not be greater than the Total Commitment of the Revolving Credit Line with the deduction of (i) the amounts of existing Utilizations (including those subject to total or partial renewal), and (ii) the amounts of Utilizations for which a Utilization Request and/or a Renewal Request is pending;

(D)

irrevocable instructions to the Financing Bank to transfer the Requested Utilization Sum to the Current Account.

(b)

The Parties agree that the Revolving Credit Line may be used, subject to the occurrence of (i) the relative conditions precedent referred to in Art. 4 {Conditions Precedent) of this Agreement; and (ii) the provisions of this Article (5.1) {Method of Use) in this Agreement, through the issuance of one or more Utilizations, with it being understood that under no circumstances whatsoever may there be more than 5 (five) simultaneously ongoing Utilizations.

(c)

The amounts of the Revolving Credit Line for which a Utilization Request and/or Renewal Request has not been submitted by the date of expiry of the Availability Period will be considered as revoked and shall no longer be usable by the Recipient, with every obligation and responsibility of the Financing Bank in this regard being annulled.

5.2.

Renewal of Utilizations

(a)

The Recipient has the right to request partial or total renewal - for a duration equal to the Period of Duration of a Utilization and for amounts in any case not less than 1,000,000 (one million) Euro and in any case for multiples of 500,000 (five hundred thousand) Euro - of the Utilizations already disbursed through the Revolving Credit Line.

(b)

The Financing Bank will proceed with the renewal if the following circumstances jointly occur:

(i)

by 11 am (Italian time) on the 3rd (third) Business Day preceding the Expiry Date of a utilization, the Financing Bank must have received from the Recipient the relative renewal request compliant with the form presented in Annex 3 (Disbursement Requests and Renewal Requests) Part II (Renewal Requests) to this Agreement (the 'Renewal Request'), containing the indications and data referred to in Art. (a)(ii) insofar as these are compatible with the renewal;

(ii)

the conditions precedent indicated in Attachment 2 have occurred (Conditions Precedent) Part II (Conditions precedent to disbursements and/or renewals of Utilizations) of this Agreement; and

(iii)

the amount for which partial and total renewal is requested, added to (i) the amounts of existing Utilizations (including those subject to total or partial renewal) and (ii) the amounts of the Utilizations with respect to which the Utilization Request and/or Renewal Request is pending, does not exceed the Total Commitment of the Revolving Credit Line applicable in each case.

(c)

It is understood that for the purpose of calculating interest, the renewal of Utilizations is to be considered as equivalent to a reuse and that the value date of the renewal will be that of the Date of Expiry of a Utilization, with regard to the Utilization subject to renewal.

REIMBURSEMENT

(a)

Without prejudice to the provisions of Articles 7 (Early Reimbursement and Cancellation) and 19 (Material Events), the Recipient undertakes to return, by way of a single payment, the entire sum of each Utilization disbursed to it on the relative Date of Expiry of a Utilization. The amounts of the Utilizations refunded on the relative Dates of Expiry of a Utilization may be reused or renewed by the Recipient, according to the terms and adhering to the limits and conditions provided for by this Agreement, by the expiry date of the Availability Period, with it being understood that, regardless of any other different provision established in this Agreement, the Utilizations which are current on the Final Date of Expiry must be reimbursed, through a single payment, on the Final Date of Expiry.

(b)

In the case of a renewal - pursuant to, and in compliance with and without prejudice to the terms and conditions set out in Article 5.2 (Renewal of Utilizations) above - of the sums of a previous Utilization, where the amount subject to renewal has a total which:

(i)

is lower than that of the previous Utilization, in any case in compliance with the limit referred to in Art. (a), the Recipient must repay the difference on the Date of Expiry of a Utilization relating to the previous Utilization;

(ii)

coinciding with that of the previous Utilization, no refund or disbursement will take place;

without prejudice, in all cases, to the obligation of the Recipient to pay, on the relative Date of Expiry of a Utilization, the interest and other charges accrued in each case with respect to the Utilization.

(c)

At any time during the Availability Period the Recipient will have the right to request revocation of all or part, for amounts not lower than 500,000 (five hundred thousand) Euro and, in any case, for multiples of 1,000,000 (one million) Euro, of the Total Commitment of the Revolving Credit Line by submitting - at least 5 (five) Business Days before the date on which the Recipient wishes the revocation to take effect - a written communication to the Financing Bank which must indicate the amount subject to revocation and the date envisaged for the same. On that date the Total Commitment of the Revolving Credit Line will be considered as revoked and cancelled for an amount equal to the sum indicated by the Recipient in the aforementioned written notification - with it being understood that this amount will reduce, on the date of revocation, the Commitment of the Revolving Credit Line Revolving Credit of the Financing Bank - and this amount will no longer be usable on the part of the Recipient, with the elimination of any obligation and/or responsibility of the Financing Bank in this regard.

(d)

Starting from January 1 2023, the Recipient will ensure that, for at least 5 (five) consecutive Business Days (the 'Clean-Down Period') during each twelve-month period, starting from the aforementioned date, the sum of the existing Utilizations does not exceed an amount equal to 50% (fifty percent) of the Total Amount of the Revolving Credit Line in existence in each case, with it remaining understood that at least 6 (six) months must elapse between each Clean-Down Period.

EARLY REPAYMENT AND CANCELLATION

7.1.

Mandatory early repayment - infringement of legal provisions

(a)

In the event that the Financing Bank becomes aware of the fact that its participation in the Financing or fulfilment of the obligations assumed by it in accordance with the Financial Documents infringe legal or regulatory provisions that are applicable to it and have been promulgated after the Date of Conclusion of the agreement and, as a result, the amount of the Loan disbursed by the Financing Bank, should it be required by such legal or regulatory provisions, must be fully reimbursed, the Financing Bank will promptly notify the Recipient. At the request of the Recipient, the Financing Bank will initiate negotiations in good faith aimed at reaching an agreement regarding possible remedies to avoid the aforementioned breach of legal provisions or illegality.

(b)

Following the notification referred to in section (a) above, if the agreement referred to in the preceding section is not reached within 20 (twenty) Business Days from the communication, with the period initiating on the relative date, or, in any case , should it occur at an earlier date, by the last day permitted by applicable regulations (the 'Relevant Date'), the Recipient must, on the date falling within 15 (fifteen) Business Days from the Relevant Date, fully reimburse the sum of the Utilizations disbursed by the Financing Bank.

7.2.

Mandatory early repayment - Change of Control

(a)

In accordance with the provisions of Art. 7.2 (Mandatory early repayment - Change of Control), a 'Change of Control' occurs if, at any time, the Reference Shareholder ceases to hold, at any time, either directly or indirectly, a stake equal to 50.01% of the share capital of the Recipient representing, at any time, the majority of votes suitable for the approval of resolutions in ordinary and (at first call) extraordinary meetings of the Recipient and such as to determine (by appointment of the majority of the members of the board of directors of the Recipient, without prejudice in any case to the right of veto provided for in favor of 'Class B Shareholders' (as defined pursuant to the statute of the Recipient in force on the Date of Conclusion) as established in the statute of the Recipient in force on the Date of Conclusion.

(b)

The Recipient shall immediately submit a written notification to the Financing Bank of any Change of Control for the purposes of the provisions set out in section (a) above.

(c)

Following a Change of Control involving a change in the structure as described in the previous section (a) the Financing Bank will have the right to cancel the Loan. Following the cancellation of Financing, the Recipient must immediately reimburse the existing Utilizations and pay the relative interest due and any other amount payable to the Financing Bank in accordance with the Financial Documents.

7.3.

Optional Early Reimbursement

The Recipient may repay the Loan in advance at any time without costs, expenses or charges for the same (except for the payment of the Costs for Re-use, in the event an early repayment does not occur at a time coinciding with expiry of a Period of Duration of a Utilization), providing the Financing Bank with no less than 5 (five) Business Days' notice, at its own discretion.

7.4.

Optional cancellation

the Recipient may cancel, in whole or in part, the unused amount of the Revolving Credit Line at any time, providing the Financing Bank with a notice of no less than 5 (five) Business Days.

7.5.

Other provisions

(a)

Notifications concerning reimbursement or cancellation submitted by the Recipient under this Agreement must specify the date of a refund or the date of effectiveness of cancellation and the relative sum coinciding with the refund or cancellation.

(b)

Any early repayment under this Agreement must be made together with the payment of accrued interest on the amount being repaid. No premiums or penalties will be applied in relation to early reimbursements, whether voluntary or mandatory, without prejudice in any case to any Costs for Re-use in the event the early reimbursement is not made at the time coinciding with the date of expiry of a Period of Duration of a Utilization.

(c)

The Recipient shall not cancel Financing or repay in advance any existing Utilization not comprised within the range of cases expressly provided for in this Agreement.

(d)

Financing amounts cancelled pursuant to this Agreement may not subsequently be made available again to the Recipient.

INTEREST

8.1.

Computation of interest

The interest rate on the Revolving Credit Line applicable to Utilizations for each Period of Duration of a Utilization will be equal to the Reference Rate applicable in each case increased by the Margin (the 'Interest Rate').

8.2.

Payment of interest

(a)

The Recipient will pay in arrears on the relative Date of Expiry of a Utilization and with equal value the interest accrued in each case on each Utilization, at the established Interest Rate, in relation to the period between the relative Utilization Date (excluded) and the relative Date of Expiry of a Utilization (included). Interest calculated on the basis of the Interest Rate will be paid in accordance with Art. 11 (Taxes and Fiscal Charges) of this Agreement.

(b)

If the Date of Expiry of a Utilization does not fall on a Business Day, this Date of Expiry will be postponed to the immediately following Business Day of the current calendar month, or will be brought forward to the immediately preceding Business Day if the Date of Expiry of a Utilization falls on a day (which is not a Working Day) corresponding to the last day of the calendar month.

(c)

Notwithstanding anything to the contrary in this Agreement, the Period of Duration of a Utilization, with respect to each existing Utilization, shall terminate no later than the Final Date of Expiry.

8.3.

Default Interest

(a)

In the event of an occurrence of late payment on the part of the Recipient of any principal amount due under this Agreement in relation to the Revolving Credit Facility, default interest will be payable - calculated at a rate equal to the applicable Interest Rate plus 2 percentage points per year on the aforementioned sums that are due and unpaid - for a period of time starting from the day on which the payment should have been made (included) until the day of actual payment (excluded), while it remains understood that this period will be divided into successive periods, each of which (except for the first, which will begin on the day on which the payment should have been made (excluded)) will start from the last day of the previous period and the duration of each of them will be selected by the Financing Bank.

(b)

Without prejudice to the right of the Financing Bank to declare this Contract as terminated due to default on the part of the Recipient, default interest will start, also in the event of forfeiture of the benefit of the Recipient's term, exclusively from the date of a formal notice of default pursuant to Art. 1219 of the Civil Code.

8.4.

Communication of the applicable interest rate

The amount of interest relating to each Utilization for each Period of Duration of a Utilization will be (i) calculated by the Financing Bank for the number of days that have actually elapsed comprised within the Period of Duration of a Utilization, divided by 360 (three hundred and sixty) and (ii) will be communicated in writing by the Financing Bank to the Recipient within 2 (two) Business Days following receipt of the relative Utilization Request by the Financing Bank and, in any case, no later than the relative Utilization Date, without prejudice to the fact that the Rate of Applicable Interest will be promptly communicated in writing by the Financing Bank to the Recipient following the relative Day of Quotation. It is understood that the calculation of interest on the basis of actual calendar days with a divisor of 360 (three hundred and sixty) has been expressly negotiated between the parties in relation to the EURIBOR rate and in relation to the Margin of the Revolving Credit Line.

8.5.

Provisions regarding usury

The Parties hereby take note that, at the time of signing this Agreement, the economic conditions agreed upon cannot be higher than the threshold rate expected in the current quarter for the specific category of credit operations pursuant to Law 108 of March 7 1996, which presents provisions regarding usury and, therefore, where the maximum limit is established pursuant to the aforementioned regulatory provision or by any other mandatory provision of law, the amount due will be understood as being automatically reduced within the maximum limit permitted by the applicable legislation.

TRANSPARENCY REGULATIONS

Pursuant to and in compliance with the provisions on transparency adopted with Art. 9.1 of the CICR Resolution of March 4 2003, which came into force in October 2003 (as amended by Decree 117 of February 3 2011 issued by the Ministry of Economy and Finance), and the subsequent regulation on transparency applicable to banking and financial operations and services issued by the Bank of Italy on July 15 2015 and published in the Official Journal on July 29 2015 (as amended from time to time, the 'Transparency Regulations'), the Parties mutually recognize and hereby declare that this Agreement and the Financial Documents, and also the relative terms and conditions, have been negotiated on an individual basis and, consequently, this Agreement and the remaining Financial Documents fall within the category of contracts 'which constitute the subject of individual negotiation' which are excluded from application of Section II of the Transparency Regulations.

10.

ALTERNATIVE RATES

10.1.

Absence of the EURIBOR quotation

If in relation to a Utilization in compliance with the provisions of EU Regulation 2016/1011 the formula and/or methodology (mathematical or otherwise) adopted by EMMI (the current administrator of Euribor) for identification of the indexation parameter were to be modified, the Financing Bank will thus promptly communicate any such circumstances to the Borrower, and the Financing Bank will use the Euribor according to the formula and/or methodology in force in each case. In the event of temporary unavailability of the Euribor, the last known value of the indexation parameter will be used.

The Euribor will no longer be applicable if the EMMI - or the competent Authority at that particular time - issues a public declaration of definitive unavailability and/or non-representativity, in the cases provided for by EU Regulation 2016/1011 and subsequent amendments, starting from the date indicated in the statement itself.

In such cases, or, in general, in the event of a definitive unavailability of the Euribor, the 'ESTR Compounded Average Rate' indexation parameter will be applied as a surrogate with a 1-month schedule in the case of monthly interest rates or with a 3-month schedule for interest rates with a higher periodicity, published by the ECB in its institutional website (https://www.ecb.europa.eu or at a different website address which will be indicated by the ECB as required), referring to the last working day before the starting date of the interest rate contractually envisaged, increased by the adjustment (credit spread adjustment relating to the discontinued indexation) calculated with the ISDA methodology in a definitive manner and currently published in the Bloomberg website, hereinafter 'ESTR'.

The ESTR will be applied from the interest rate period contractually provided for, following the date indicated in the aforementioned declaration.

In the event of an increase or a decrease in the indexation parameter in force in each case the interest rate will be modified to the extent corresponding to the variations that have occurred and, consequently, the amount of the interest rates will vary.

In the event of unavailability of the ESTR the Bank will adhere to the provisions established by the competent authorities.

10.2.

Alternative rates

If the situation indicated in Art. 10.1 were to arise (Absence of the Euribor quotation), at the request of the Financing Bank or the Recipient the Financing Bank and the Recipient may initiate negotiations for a period not exceeding 30 (thirty) consecutive calendar days aimed at reaching an agreement regarding criteria for the determination of a further alternative reference rate with respect to the relative Utilization. It is understood that, pending completion of the negotiation referred to in this article (Art. 10.2) and until the moment when a binding agreement has been reached between the Parties, the Interest Rate applicable to the relative Utilization will be determined pursuant to Art. 10.1 (Absence of the Eurobor quotation) of this Agreement.

11.

TAXES AND FISCAL CHARGES

11.1.

Responsibility relating to Taxes

Except as provided for in Art. 25.4 (Charges relating to transfers), and with the exception of a case where debt payable is the consequence of a particular situation regarding use, in accordance with Art. 6 of Presidential Decree 131/1986, a statement, pursuant to Art. 22 of Presidential Decree 131/1986 or the voluntary registration of one or more Financial Documents - or any deeds or provisions related to them - on the part of the Financing Bank (with the exception of cases in which such a voluntary registration is necessary in order to ascertain, exercise, enforce or to render valid, effective or enforceable the rights arising with respect to such subjects pursuant to this Contract and the remaining Financial Documents), the charges relating to all stamp duties and registration fees and other taxes of a similar nature applicable in relation to the stipulation, execution or enforcement measures of the Financial Documents shall be borne by the Recipient.

11.2.

Tax Credits

In this article (Art. 11 - Taxes and fiscal charges) 'Tax Credit' refers to a credit accrued or a tax relief following payment of a Tax and/or other fiscal charges to be used as a form of compensation and/or which may be refundable.

11.3.

Gross-up

(a)

The Recipient shall make all payments due in accordance with the Financial Documents without Withholding Taxes, with the exclusion of Withholding Taxes that are required by law.

(b)

If one of the Parties becomes aware that the Recipient is required to pay a Withholding Tax, it will promptly notify the other Parties.

(c)

If application of a Withholding Tax is required by law the amount to be paid by the Recipient will be increased by an amount (the 'Additional Sum'), whereby the amount received by the Financing Bank (net of the Withholding Tax, included therewith in relation to the Additional Sum) will correspond to the amount that the Financing Bank would have received in the absence of the Withholding Tax.

(d)

No Additional Sums shall be payable by the Recipient in the presence of a Withholding Tax applicable on payments due under this Agreement if, on the date when the payment is due:

(i)

the Financing Bank is not or has ceased to be a Qualified Bank for reasons other than a modification to (or in the interpretation or application of) a provision of law or a regulation or a double taxation convention or in the official practice of the competent tax authority that has occurred on a date subsequent to the Date of Conclusion;

(ii)

although it is identified as a Qualified Bank pursuant to sub-sections (c) and (d) of the definition of a 'Qualified Bank' referred to in Art. 1.1 of this Agreement, it has failed to promptly provide the Borrower with the documentation and/or information referred to in sub-section (g) of this article.

(e)

In the event the application of a Withholding Tax is required by law, the Recipient will pay the same in accordance with the law, including the amount of the Withholding Tax on any Additional Sum that is paid.

(f)

Within 30 (thirty) calendar days following application of the Withholding Tax or the payment made in relation to the Withholding Tax, the Recipient must submit to the Financing Bank the documentation proving application of the Withholding Tax or, where applicable, payment to the competent tax authorities.

(g)

The Financing Bank, identified as a Qualified Bank pursuant to sub-sections (c) or (d) of the definition of a 'Qualified Bank' referred to in Art. 1.1 (Definitions) of this Contract, undertakes to cooperate and to provide the Borrower, within 5 Business Days prior to the interest payment date provided for by this Contract, with any certification or document, including, where applicable, the Affidavit, the Declaration of Exemption (compiled according to the model indicated in Annex 5) and/or any information the Borrower may require in order to be able to make these payments without the application of any withholding tax.

11.4.

Fiscal indemnities

(a)

Without prejudice to the provisions presented in section (b) below, the Recipient undertakes to indemnify and hold the Financing Bank harmless with respect to any costs, losses, burdens or liabilities of a fiscal nature (such as capital, interest and any penalties incurred by the Financing Bank), arising in each case, which it may incur, also following full reimbursement of all of the sums due pursuant to the Financial Documents, in relation to payments received or to be received in accordance with any of the Financial Documents, provided this is reasonably supported and duly documented.

(b)

The provisions of section (a) above do not apply:

(i)

with respect to Taxes paid by the Financing Bank calculated on the basis of a taxable income (i.e., those which are referable to an equivalent aggregate taxable base as defined in the relative national tax provisions regarding income tax, including by way of an example but not limited to the IRAP); or

(ii)

in a situation where the cost, loss, burden or liability of a fiscal nature is compensated by the Recipient pursuant to another provision of this Agreement or of another Financial Document (or would have been if an exception to this provision had not been applied); or

(iii)

with respect to a FATCA Withholding; or

(iv)

in cases where the cost, loss, burden or liability of a fiscal nature derives from particular behavior or serious negligence on the part of the Financing Bank

(c)

In a situation in which it believes it is entitled to compensation pursuant to section (a) above, the Financing Bank must promptly notify the Recipient of the event that gave rise to or will give rise to the compensation in question.

11.5.

Tax Credits

(a)

In the case where the Recipient has made a Tax Compensation or payment of the Additional Sum and the Financing Bank determines in good faith that:

(i)

the Tax Compensation or payment of the Additional Sum has given rise to a Tax Credit; and

(ii)

the Financing Bank has used this Tax Credit,

the Financing Bank will pay the Recipient an amount that will be determined by the bank in good faith, with it being equal to the amount of the actual benefit that has been acquired by the Financing Bank from attainment of the Tax Credit, in such a manner that after having paid this amount to the Recipient the Financing Bank will be in the same situation in which it would have found itself in the absence of the circumstances that gave rise to the Tax Compensation or payment of the Additional Sum. The Financing Bank shall under no circumstances be obliged to keep the Recipient informed of its tax and accounting situation.

If the Financing Bank makes a payment pursuant to the previous section (a) and subsequently determines that the Tax Credit in relation to which such payment was made was not permitted or was disregarded or that it was in any case not able to fully use the Tax Credit, the Recipient - within 20 (twenty) Business Days following the request made by the Financing Bank - must reimburse to the Financing Bank a sum, which will be determined by the same in good faith, in such a manner that, following said reimbursement, the Financing Bank will be in the same financial position, net of the tax effect, in which it would have found itself if the Tax Credit had been obtained and fully used and recognized.

11.6.

Value-added tax

(a)

All amounts owed by the Recipient under this Agreement (including amounts owed by way of compensation or reimbursement) are to be understood as excluding value added tax (or other Taxes of a similar nature) which may be applicable thereto. If these Taxes are found to be applicable, the Recipient obliged to effect payment pursuant to this Agreement shall at the same time pay to the Financing Bank, in addition to the amount owed by the same, the amount corresponding to such Taxes.

(b)

The Financing operation referred to in this Contract constitutes an operation falling within the scope of application of VAT as an exempt operation, pursuant to Articles 3 and 10 (1) (1) of Presidential Decree 633 of October 26 1972, ('VAT Decree').

11.7.

FATCA withholding tax

(a)

Each Party may apply the FATCA Withholding Tax required by the FATCA Regulations and make the payments required in relation to the FATCA Withholding, and no Party will be required to increase the payment subject to the FATCA Withholding or in any case indemnify the beneficiary of the payment made in relation to the FATCA Withholding.

(b)

Each Party which is aware of its obligation to apply a FATCA Withholding Tax in relation to a payment which it is has to make (or changes to the rate of the FATCA Withholding Tax) shall promptly notify the party receiving the payment, the Recipient and the Financing Bank.

12.

FURTHER CHARGES

12.1.

Further Charges

Without prejudice to the following provisions of this Article (12) (Further Charges), the Recipient must pay to the Financing Bank (through the Financing Bank) the amount of any Further Charge incurred by the Financing Bank as a result of:

(a)

the introduction of a legal provision or regulation, or an amendment to a legal provision or regulation; or

(b)

of a change in the interpretation or application of a legal or regulatory provision, subsequent to the Date of Conclusion, or, alternatively, fully reimburse the portion of the Financing disbursed by the Financing Bank referred to, and pay the interest and any other amount due within 30 (thirty) Business Days from the notification indicated in Art. 12.3 (Notification) of this Agreement.

12.2.

Exceptions

the Recipient will not be required to make payments for Further Charges in the event that the Further Charge:

(c)

is compensated under another provision of this Agreement (or is not compensated pursuant to an express exception to this provision);

(d)

is represented by a tax on the overall net income of the Financing Bank or one of its Associates;

(e)

is attributable to failure on the part of the Financing Bank or one of its Affiliates to comply with legal or regulatory provisions; or

(f)

is attributable to a FATCA Withholding

12.3.

Notification

The Financing Bank must inform the Recipient of the circumstances that give rise to the Further Charge and the amount of the same determined in good faith.

13.

COOPERATION

13.1.

Cooperation

The Financing Bank, in consultation with the Recipient, will endeavor to mitigate the effects of events or situations that give rise or may give rise to:

(ii)

a Tax Compensation or Further Charge payable by the Recipient;

(iii)

the right for the Financing Bank to request early repayment or cancellation of the Financing for an infringement of the law; or

(iv)

reserve charges imposed by the European Central Bank, undertaking action appropriate for this purpose.

BANCO BPM S.p.A.

Parent Company of the BANCO BPM Banking Group

Registered office: Piazzo F. Meda, 4 • 20121 Milan - Tel. 02 77001

Administrative headquarters: Piazza Nogara, 2 - 37121 Verona - Tel. 045 8675111

www.gruppo.bancobpm.it

Share Capital as at 04.15.2021: 7,100,000,000.00 Euro (fully paid up). - ABI code 05034, Fiscal (taxation) Code and Registration at the Company Registration Office of Milan Monza Brianza Lodi: 09722490969, Representative of the Gruppo IVA Banco BPM, VAT reg. 10537050964, a Member of the Interbank Fund for the Protection of Deposits and the National Guarantee Fund, Listed in the Register of Banks of the Banca d'Italia and the Register of Bank Groups.

13.2.

Conducting the business operations of the Financing Bank

Notwithstanding any different provision of this Agreement, the Financing Bank:

(a)

will be able to freely perform and organize its business operations (within the sphere of tax matters and in any other area) without any constraints or interference;

(b)

will not be required to reveal any data or information in relation to its activity (within the taxation sector or any other area) or the methods used to determine its tax burden.

14.

PAYMENTS

14.1.

Location

Unless otherwise specified, all payments to be made to the Financing Bank pursuant to the Financial Documents must be made to the Current Account.

14.2.

Currency

The payments to be made to the Financing Bank pursuant to the Financial Documents must be executed in Euro with the value set on the date on which the payment is due and with times and methods specified by the Financing Bank, having regard to market practices in the place in question and with reference to the currency of the payment.

14.3.

Currencies

(a)

Amounts relating to the reimbursement of expenses and costs will be payable in the currency in which they have incurred.

(b)

Any other amounts due under the Finance Documents will be payable in Euro.

14.4.

Business Days

If a payment under the Finance Documents is to be made on a date which is not a Business Day, the payment will be made on the immediately following Business Day or, if such a Business Day falls in the next month, on the immediately preceding Business Day, provided in any case that this is no later than the Final Date of Expiry.

14.5.

Deadlines

If the Financial Documents do not expressly indicate when a certain amount is due, the relative payment must be made within 5 (five) Business Days from the request made by the Financing Bank.

14.6.

Partial payments

Without prejudice to the provisions of Art. 5.1 (Method of Use), unless otherwise provided for in the event that the Financing Bank receives a partial payment of the amount due and payable by the Recipient, said payment shall be attributed in compliance with the Financial Documentation according to the following order of application:

(i)

reimbursement of expenses to be paid by the Recipient to the Financing Bank pursuant to this Agreement;

(ii)

payment of the Costs for Re-use, if these are due;

BANCO BPM S.p.A.

Parent Company of the BANCO BPM Banking Group

Registered office: Piazzo F. Meda, 4 • 20121 Milan - Tel. 02 77001

Administrative headquarters: Piazza Nogara, 2 - 37121 Verona - Tel. 045 8675111

www.gruppo.bancobpm.it

Share Capital as at 04.15.2021: 7,100,000,000.00 Euro (fully paid up). - ABI code 05034, Fiscal (taxation) Code and Registration at the Company Registration Office of Milan Monza Brianza Lodi: 09722490969, Representative of the Gruppo IVA Banco BPM, VAT reg. 10537050964, a Member of the Interbank Fund for the Protection of Deposits and the National Guarantee Fund, Listed in the Register of Banks of the Banca d'Italia and the Register of Bank Groups.

(iii)

payment of any default interest accrued on the Amount disbursed to the Recipient before or on the date when the early repayment is made and, with regard to a surplus, to payment of the corresponding interest accrued up to that date and the payment of additional costs owed by the Recipient under this Agreement;

(iv)

the reimbursement of existing Utilizations.

15.

DECLARATIONS

15.1.

Declarations

The Recipient declares and guarantees to the Financing Bank, with respect to itself and, where applicable, to its Subsidiaries, compliance with the content of this Article (15) (Declarations), without prejudice to anything expressly permitted by the other provisions of this Agreement.

15.2.

Capacity

(a)

the Recipient is a capital company established in the form of a joint-stock company, duly constituted and existing in accordance with current legal provisions, and has the full legal capacity to carry on the activity currently performed.

(b)

Each Relevant Subsidiary is a capital company duly established and existing in compliance with current legal provisions and has full legal capacity to carry on the activity currently performed.

15.3.

Powers

the Recipient may conclude in a valid manner and initiate execution and has moreover obtained and is in possession of every authorization necessary to conclude in a valid manner and initiate execution of the Financial Documents with respect to which it is or will be a party and the operations envisaged by the same and such authorizations are valid and effective.

15.4.

Validity

The obligations assumed by the Recipient pursuant to the Financial Documents are binding, valid and effective.

15.5.

Absence of infringements of legal, statutory and contractual provisions

Neither the stipulation nor execution on the part of the Recipient of the Financial Documents and the operations contemplated by the same constitute a breach of:

(a)

any legal or regulatory provision applicable to it;

(b)

any provision contained in its statute; or

(c)

any agreement or other act which is binding for the Recipient, in the event that such a violation may have a Material Adverse Effect.

15.6.

Absence of Material Events

(a)

There is no existing Material Event, nor will any such event occur as a result of signing the Financial Documents or as a result of execution of any of the operations provided for by the same;

(b)

There is no existing event that constitutes a default under any agreement or other binding instrument for the Relevant Subsidiaries which may have a Material Adverse Effect.

BANCO BPM S.p.A.

Parent Company of the BANCO BPM Banking Group

Registered office: Piazzo F. Meda, 4 • 20121 Milan - Tel. 02 77001

Administrative headquarters: Piazza Nogara, 2 - 37121 Verona - Tel. 045 8675111

www.gruppo.bancobpm.it

Share Capital as at 04.15.2021: 7,100,000,000.00 Euro (fully paid up). - ABI code 05034, Fiscal (taxation) Code and Registration at the Company Registration Office of Milan Monza Brianza Lodi: 09722490969, Representative of the Gruppo IVA Banco BPM, VAT reg. 10537050964, a Member of the Interbank Fund for the Protection of Deposits and the National Guarantee Fund, Listed in the Register of Banks of the Banca d'Italia and the Register of Bank Groups.

15.7.

Authorizations

Each Relevant Subsidiary is in possession of all the necessary authorizations to carry on its business as performed up to the Date of Conclusion.

15.8.

Basic Capital Situation

(a)

The Basic Capital Situation has been clearly defined and in a manner substantially compliant with the Accounting Principles.

(b)

Since the date of the Basic Capital Situation, no change has occurred in the activity or in the patrimonial, economic or financial situation of the Group which may have a Material Adverse Effect.

15.9.

Financial statements, half-yearly reports and monthly reports

(a)

The annual financial statements delivered as required to the Financing Bank pursuant to Art. 16.1 (Financial statements and half-yearly reports) have been drawn up in accordance with the Accounting Principles and represent in a truthful and correct manner the equity and financial situation and the economic results of the company to which they refer or, if consolidated, of the Group, at the date of reference.

(b)

The half-yearly reports delivered on each occasion to the Financing Bank pursuant to Art. 16.1 (Financial statements and half-yearly reports) present a correct picture of the economic and financial situation of the Group at the date of reference.

(c)

From the date of the most recent financial statements and half-yearly reports presented to the Financing Bank pursuant to this Agreement, no change has occurred in the activity or in the capital, economic or financial situation of the Group such as to determine a Material Adverse Effect.

15.10.

Fulfilment of legal obligations

(a)

The Recipient and the other companies of the Group have correctly complied with all legal and regulatory provisions applicable to them, including tax, social security and environmental requirements, the failure to comply with which may result in a Material Adverse Effect.

(b)

To the knowledge of the Recipient, no subject, comprising the Recipient, any of its Subsidiaries and Affiliates and their officers, directors, employees, agents and/or representatives, is engaged as at the Date of Conclusion in any activity or conduct which would infringe in a significant manner a relative law or regulation relating to bribery, corruption and money laundering in any relative jurisdiction and each of these companies has adopted and maintains policies and procedures for the purpose of preventing the violation of such laws or regulations.

15.11.

Fulfilment of contractual obligations

The Recipient and the other companies of the Group have not defaulted on any contract stipulated or obligation that has been assumed within the context of their business, in cases where non-compliance may have a Material Adverse Effect.

BANCO BPM S.p.A.

Parent Company of the BANCO BPM Banking Group

Registered office: Piazzo F. Meda, 4 • 20121 Milan - Tel. 02 77001

Administrative headquarters: Piazza Nogara, 2 - 37121 Verona - Tel. 045 8675111

www.gruppo.bancobpm.it

Share Capital as at 04.15.2021: 7,100,000,000.00 Euro (fully paid up). - ABI code 05034, Fiscal (taxation) Code and Registration at the Company Registration Office of Milan Monza Brianza Lodi: 09722490969, Representative of the Gruppo IVA Banco BPM, VAT reg. 10537050964, a Member of the Interbank Fund for the Protection of Deposits and the National Guarantee Fund, Listed in the Register of Banks of the Banca d'Italia and the Register of Bank Groups.

15.12.

Litigation

At the Date of Conclusion there are no currently ongoing disputes or any written contestations relating to any company of the Group with regard to which an unfavorable outcome would quite likely occur and which, in the event of an unfavorable result, would determine a Material Adverse Effect.

15.13.

Taxes

(a)

Each Relevant Subsidiary has paid in due time and in full all relative Taxes owed by it, with the exception of Taxes which are contested in good faith and for which it has set up an appropriate reserve in accordance with the Accounting Principles.

(b)

No claim has been made against any Group company in relation to any Tax and/or social security or welfare contribution such as to determine a Material Adverse Effect.

(c)

The companies of the Group have no outstanding payment obligations in relation to a payment order or other similar collection instruments that would cause a Material Adverse Effect.

(d)

The Relevant Subsidiaries have submitted, according to the terms and in the manner prescribed by law, all tax returns, other fiscal statements and documentation relating to welfare and social security contributions that have to be presented by them. These declarations and this documentation indicate precisely all tax and social security contribution obligations of the Relevant Subsidiaries for the relative reference periods.

(e)

Each Relevant Subsidiary has regularly, correctly and promptly collected and paid all applicable legal withholding taxes on the sums paid by them.

15.14.

Intellectual and Industrial Property

(a)

Each of the Relevant Subsidiaries has legitimate use of all Intellectual and Industrial Property necessary for the performance of its business as it is currently carried out.

(b)

The Intellectual and Industrial Property of each of the companies of the Group is valid and does not violate the rights of any third parties, either in Italy or abroad (to the extent that invalidity or infringement may have a Material Adverse Effect), and these companies have free use and full availability of the same.

15.15.

Ownership and availability of assets

Each Relevant Subsidiary has free availability or the legitimate use of all capital goods, both tangible and intangible, necessary for performance of its business activities.

15.16.

Accuracy and completeness of information

All information provided by the Recipient to the Financing Bank in relation to the Financial Documents is true, complete and accurate in all material respects at the date on which it was issued or on the date when it is determined it has to be repeated.

15.17.

Pari passu

The payment obligations assumed by the Recipient pursuant to the Financial Documents are not deferred or subordinated to any unsecured obligation undertaken by the Recipient and will be placed at least at the same level with respect to the rights of all other unsecured and unsubordinated creditors of the Recipient, without prejudice to legal privileges.

BANCO BPM S.p.A.

Parent Company of the BANCO BPM Banking Group

Registered office: Piazzo F. Meda, 4 • 20121 Milan - Tel. 02 77001

Administrative headquarters: Piazza Nogara, 2 - 37121 Verona - Tel. 045 8675111

www.gruppo.bancobpm.it

Share Capital as at 04.15.2021: 7,100,000,000.00 Euro (fully paid up). - ABI code 05034, Fiscal (taxation) Code and Registration at the Company Registration Office of Milan Monza Brianza Lodi: 09722490969, Representative of the Gruppo IVA Banco BPM, VAT reg. 10537050964, a Member of the Interbank Fund for the Protection of Deposits and the National Guarantee Fund, Listed in the Register of Banks of the Banca d'Italia and the Register of Bank Groups.

15.18.

Insolvency

On the Date of Conclusion no company of the Group is insolvent and none of the companies are in any of the situations envisaged under Articles 2446 and 2447 or 2482, 2482-bis and 2482-ter of the Civil Code (or, in the case of non-Italian companies, according to similar applicable provisions) or subject to a business crisis or any temporary difficulty relating to fulfilment of its obligations. No company of the Group has been declared bankrupt, nor has any action been taken to have any of them declared bankrupt or to subject any of them to any other insolvency proceedings.

15.19.

Financial Indebtedness

On the Date of Conclusion, no Relevant Subsidiary is in default with respect to any obligation assumed in relation to its Financial Indebtedness.

15.20.

Insurance policies

Each Relevant Subsidiary has access to and maintains adequate insurance policies in accordance with the criteria normally adopted in the sector in which it operates.

15.21.

Transactions with Related Parties under market conditions

Each Relevant Subsidiary carries out transactions with its Related Parties at market conditions.

15.22.

Main center of interest and dependent entity

The Recipient declares that its 'main center of interests', as defined in Art. 3 (1) of Regulation (EC) 1346/2000 of May 29 2000 of the Council of the European Union relating to insolvency proceedings ('Regulation 2000’) and the definition provided under Art. 2 (4) of Regulation (EC) 848/2015 of the Council of the European Union relating to insolvency proceedings ('Regulations 2015’), is located in the territory of the Republic of Italy and moreover declares that it has no 'dependent’ entities according to the definition present in Art. 2 (h) of Regulation 2000 and Art. 2 (10) of the 2015 Regulation in another jurisdiction.

15.23.

Sanctions

No entity among these subjects which include the Recipient, its Subsidiaries and their administrators, directors or employees or, to the best of the Recipient's knowledge and in any case within the limits of what is permitted or granted to the same pursuant to the laws applicable in the relative jurisdictions to which it belongs, its Affiliates or their agents and representatives on the Date of Conclusion is:

(i)

a Sanctioned Subject; or

(ii)

a subject situated, incorporated or resident in a Sanctioned Nation.

15.24.

Repetition and renewal of declarations

(a)

The declarations referred to in this Article (15) (Declarations) are issued by the Recipient on the Date of Conclusion.

BANCO BPM S.p.A.

Parent Company of the BANCO BPM Banking Group

Registered office: Piazzo F. Meda, 4 • 20121 Milan - Tel. 02 77001

Administrative headquarters: Piazza Nogara, 2 - 37121 Verona - Tel. 045 8675111

www.gruppo.bancobpm.it

Share Capital as at 04.15.2021: 7,100,000,000.00 Euro (fully paid up). - ABI code 05034, Fiscal (taxation) Code and Registration at the Company Registration Office of Milan Monza Brianza Lodi: 09722490969, Representative of the Gruppo IVA Banco BPM, VAT reg. 10537050964, a Member of the Interbank Fund for the Protection of Deposits and the National Guarantee Fund, Listed in the Register of Banks of the Banca d'Italia and the Register of Bank Groups.

(b)

Except where a declaration refers to a specific date, each declaration is deemed to be repeated by the Recipient on the date of submission of each Utilization Request and each Renewal Request, on each Utilization Date and on the Final Date of Expiry.

(c)

When a declaration is repeated it refers to the state of affairs existing at the time of the repetition.

16.

DISCLOSURE REQUIREMENTS

16.1.

Balance sheets

The Recipient undertakes to submit to the Financing Bank, in electronic format and within 180 calendar days from the end of the financial year:

(i)

its financial statements, certified by a leading auditing firm; and

(ii)

the consolidated financial statements of the Group (in the case of the presence of Subsidiaries of the Recipient) certified by a leading auditing firm;

16.2.

Form of financial statements

(a)

The Recipient undertakes to ensure that each financial statement submitted to the Financing Bank pursuant to Art. 16.1 (Financial Statements) is drawn up in compliance with the Accounting Principles and all applicable legal or regulatory provisions.

(b)

The Recipient undertakes to ensure that each annual financial statement delivered from time to time to the Financing Bank in accordance with Art. 16.1 (Financial Statements) represents in a truthful and correct manner the capital and financial situation of the Recipient or, if consolidated, of the Group, on the date on which it was drawn up.

16.3.

Attestation of Conformity

(a)

The Recipient shall send to the Financing Bank an Attestation of Conformity together with each financial statement to be submitted under this Agreement.

(b)

The Attestation of Conformity must be signed by an authorized signatory and accompanied by a report signed by the Group's auditors which must adhere to the standards of the Italian Association of Auditors.

Information - miscellaneous

The Recipient must present to the Financing Bank:

(a)

promptly, and after their delivery, a copy of all documents submitted by the Recipient to all of its creditors (or categories of creditors);

(b)

promptly, upon becoming aware of the same, reasonably detailed information regarding any litigation involving a company of the group which is reasonably expected to have an unfavorable outcome and which, in the event of an unfavorable outcome, will cause a Material Adverse Effect;

(c)

promptly, the information and documentation requested by the Financing Bank for the purpose of compliance with Law 231/2001 and/or anti-money laundering legislation (‘know your customer’), and

BANCO BPM S.p.A.

Parent Company of the BANCO BPM Banking Group

Registered office: Piazzo F. Meda, 4 • 20121 Milan - Tel. 02 77001

Administrative headquarters: Piazza Nogara, 2 - 37121 Verona - Tel. 045 8675111

www.gruppo.bancobpm.it

Share Capital as at 04.15.2021: 7,100,000,000.00 Euro (fully paid up). - ABI code 05034, Fiscal (taxation) Code and Registration at the Company Registration Office of Milan Monza Brianza Lodi: 09722490969, Representative of the Gruppo IVA Banco BPM, VAT reg. 10537050964, a Member of the Interbank Fund for the Protection of Deposits and the National Guarantee Fund, Listed in the Register of Banks of the Banca d'Italia and the Register of Bank Groups.

(d)

promptly, upon a written request, a list of its Subsidiaries which will be updated on each occasion.

16.5.

Notification of a Material Event

The Recipient undertakes to promptly inform the Financing Bank of any Material Event (and any action taken to remedy the situation) once it has become aware of its occurrence.

16.6.

Financial year

A modification of the date of the financial year on the part of the Recipient must take place with the prior written consent of the Financing Bank (which shall not be unreasonably denied), with it being understood that if such consent is not denied in writing within 5 (five) Business Days following the relative request, consent will be considered as provided in a valid manner by the Financing Bank. In such circumstances the Parties, acting in good faith and with due diligence, must make any appropriate amendments to the Financial Documents.

16.7.

FATCA notification

(a)

Except as provided for in section (c) below, each Party shall, within 10 Business Days, following a reasoned request from another Party:

(i)

confirm whether or not it is a FATCA Exempt Party;

(ii)

provide documentation and information relating to its status under the FATCA Regulations which may be reasonably requested by the Party in order to comply with its obligations under the FATCA Regulations; and

(ii)

provide documentation and information relating to its status which may be reasonably requested by the Party in order to comply with its obligations under any applicable legislation (including the regulation on the exchange of information).

(b)

If a Party has confirmed that it is FATCA Exempt pursuant to section (a) above and subsequently discovers that it does not hold this qualification or ceases to be a FATCA Exempt entity, it must promptly notify the other Party of such a situation.

(e)

It remains understood that the preceding section (a) does not oblige the Financing Bank and section (a)(iii) does not oblige any Party to carry out acts which may, in their reasonable opinion, constitute an infringement of legal provisions or a regulation applicable to them or a fiduciary duty or confidentiality obligation they must comply with.

(d)

If a Party does not confirm that it is a FATCA Exempt Party and does not provide the documentation and information required under sections (a)(i) and (a)(ii) above, this Party will not be considered, for the purposes of the Financial Documents, as a FATCA Exempt Party until the Party in question provides confirmation, documentation and other information as required under this Article.

BANCO BPM S.p.A.

Parent Company of the BANCO BPM Banking Group

Registered office: Piazzo F. Meda, 4 • 20121 Milan - Tel. 02 77001

Administrative headquarters: Piazza Nogara, 2 - 37121 Verona - Tel. 045 8675111

www.gruppo.bancobpm.it

Share Capital as at 04.15.2021: 7,100,000,000.00 Euro (fully paid up). - ABI code 05034, Fiscal (taxation) Code and Registration at the Company Registration Office of Milan Monza Brianza Lodi: 09722490969, Representative of the Gruppo IVA Banco BPM, VAT reg. 10537050964, a Member of the Interbank Fund for the Protection of Deposits and the National Guarantee Fund, Listed in the Register of Banks of the Banca d'Italia and the Register of Bank Groups.

17.

COMMITMENTS OF A FINANCIAL NATURE

17.1.

Definitions

For the purposes of this Article (17) (Commitments of a financial nature):

the term 'Acceptable Bank' indicates:

(a)

any bank that has been granted a minimum short-term credit rating of A-2 from Standard & Poor's Rating Services, F2 from Fitch Ratings Ltd or P-2 from Moody's Investor Services Limited or, in the case of a bank that is incorporated and has its headquarters in Italy and has been authorized by the Bank of Italy, which has been granted a minimum short-term credit rating of A-3 by Standard & Poor's Rating Services, F3 by Fitch Ratings Ltd or P-3 by Moody's Investor Services Limited or any bank or bank branch operating in Countries with a credit rating lower than those indicated above, provided that it belongs to a banking group with a credit rating at least equal to those indicated above; or

(b)

any other bank or other financial entity approved by the Financing Bank at the request of the Recipient, with it being understood that if such an approval is not denied in writing within 5 (five) Business Days following the relative request, consent will be considered as provided in a valid manner by the Financing Bank.

At a consolidated level the expression 'Cash and other readily convertible instruments’ refers to cash, including positive credit balances of banking current accounts, provided they are immediately free and available, and:

(a)

deposit certificates with a maturity date set before the end of the year following the relative Calculation Date, issued by an Acceptable Bank;

(b)

investments in bonds issued or guaranteed by the government of the United States of America, the United Kingdom or a member state of the European Union (excluding Greece), or by their government bodies or agencies with a similar rating, reaching maturity within the year following the relative Calculation Date, provided they are not convertible into other forms of security;

(c)

investments that can be liquidated in a period no longer than thirty days in monetary or currency funds with a minimum rating of Al+ from S&P or PI from Moody's and which invest mainly in transferable securities having the characteristics referred to in section (c) above;

(d)

assets under a management mandate having the following characteristics:

management characterized by a management risk measure represented by a maximum VaR of 5% over a time period of one month and with a confidence interval of 99%;

management characterized by a Benchmark investment strategy, with the presence of securities representing risk capital, or in any case convertible into risk capital, and collective investment undertaking (CIU) units and/or shares of a balanced, equity or flexible-type, with a maximum equal to 45% of the value of the assets;

(e)

assets invested in 100% protected capital Certificates issued by leading Italian banking institutions, and listed on the Italian Stock Exchange;

BANCO BPM S.p.A.

Parent Company of the BANCO BPM Banking Group

Registered office: Piazzo F. Meda, 4 • 20121 Milan - Tel. 02 77001

Administrative headquarters: Piazza Nogara, 2 - 37121 Verona - Tel. 045 8675111

www.gruppo.bancobpm.it

Share Capital as at 04.15.2021: 7,100,000,000.00 Euro (fully paid up). - ABI code 05034, Fiscal (taxation) Code and Registration at the Company Registration Office of Milan Monza Brianza Lodi: 09722490969, Representative of the Gruppo IVA Banco BPM, VAT reg. 10537050964, a Member of the Interbank Fund for the Protection of Deposits and the National Guarantee Fund, Listed in the Register of Banks of the Banca d'Italia and the Register of Bank Groups.

(f)

assets invested in Luxembourg SICAVs or Mutual Investment, Bond, Balanced, Flexible or Multi-Asset funds, with a KIID maximum synthetic risk and reward indicator (SRRI) equal to 3 (medium/low);

(g)

other transferable securities approved by the Financing Bank.

The term 'Extraordinary Cost' indicates any cost or expense that has been incurred only once on an exceptional basis and is of an extraordinary and non-recurring nature.

Starting from June 30 2023 (incl.), the term 'Calculation Date’ refers to June 30 and December 31 of each year.

The term 'Consolidated EBITDA' indicates, at a consolidated level and without the duplication of calculation:

(a)

net result; plus

(b)

direct taxes, the regional tax on productive activities (IRAP) and any extraordinary losses; minus

(C)

any extraordinary income and any appreciation; plus

(d)

any write-down, Consolidated Net Financial Charges, goodwill amortization, provisions for risks, provisions for bad debts, other provisions, amortization of tangible and intangible assets and any effect deriving from application of the IAS 17 and related interpretative documents although this may not be provided for by the Accounting Principles and inferable from the consolidated financial statements of the Recipient.

The term 'Financial Debt' refers to any indebtedness relating to:

(a)

funding and loans of any kind carried out in any technical form;

(b)

bonds and debt securities issued in any form and similar instruments;

(c)

financial leasing contracts;

(d).

credit transfers and discount operations with the exception of credit assignments without recourse with factoring companies in accordance with the provisions of Accounting Principle 15 ('Credits') of the National Board of Chartered Accountants and the National Board of Bookkeepers, modified by the Italian Accounting Body (OIC);

(e)

payment deferred for more than 180 (one hundred and eighty) days of the purchase price of any goods or services;

(f).

derivative transactions (for this purpose, the ‘mark to market’ value of the derivative will be considered as the value of the transaction if negative);

(g)

any counter-guarantee or indemnity provided in relation to guarantees, bonds, letters of credit or other similar instruments issued by a bank, a financial intermediary or an insurance company; and

BANCO BPM S.p.A.

Parent Company of the BANCO BPM Banking Group

Registered office: Piazzo F. Meda, 4 • 20121 Milan - Tel. 02 77001

Administrative headquarters: Piazza Nogara, 2 - 37121 Verona - Tel. 045 8675111

www.gruppo.bancobpm.it

Share Capital as at 04.15.2021: 7,100,000,000.00 Euro (fully paid up). - ABI code 05034, Fiscal (taxation) Code and Registration at the Company Registration Office of Milan Monza Brianza Lodi: 09722490969, Representative of the Gruppo IVA Banco BPM, VAT reg. 10537050964, a Member of the Interbank Fund for the Protection of Deposits and the National Guarantee Fund, Listed in the Register of Banks of the Banca d'Italia and the Register of Bank Groups.

(h)

without duplication of any kind, any warranty, indemnity or similar commitment in relation to any of the items referred to in sections (a) to (e) above.

The term 'Consolidated Net Financial Debt', at a consolidated level and at any time, refers to the Financial Debt relating to the Group as mentioned in sections (a) to (e) of this definition, minus Cash and other readily convertible instruments.

The term 'Consolidated Net Financial Charges', at a consolidated level, refers to:

(a)

interest and commission expenses relating to Financial Indebtedness except for Financial Indebtedness arising from and/or relating to:

(i)

derivative transactions (moreover, considering for this purpose as the value of the transaction the mark to market value of the derivative if negative);

(ii)

any counter-guarantee or indemnity or similar commitment provided by the Recipient;

(iii)

the Non-usage Fee and the Arrangement Fee; plus

(b)

exchange losses deriving from Financial Debt expressed in currencies other than the Euro or from other operations performed in order to cover exchange risks, costs and losses deriving from operations carried out in order to cover the risks of variation of interest rates, non-capitalized bank charges and commissions; minus

(c)

interest income, exchange profits deriving from financial debt expressed in currencies other than the Euro or from other operations performed in order to cover exchange risks, revenues and profits deriving from operations carried out for the purpose of hedging the risks of changes in interest rates.

The term ‘Net Equity’' has the meaning attributed to the item 'NET EQUITY' by Art. 2424 (Statement of Financial Position) of the Civil Code, to be calculated at a consolidated level and in the light of the OIC 28 accounting principle.

The term 'Reference period' refers to a period of 12 (twelve) months ending on a Calculation Date.

17.2.

Commitments of a financial nature

The Recipient undertakes to observe the following financial commitments:

(a)

leverage ratio: the Net Consolidated Financial Debt at each Calculation Date shall not exceed 2.5 times the Consolidated EBITDA for the Reference Period ending on the Calculation Date in question.

(b)

PFN/PN: the Net Consolidated Financial Debt at each Calculation Date shall not exceed 2 times the Net Assets for the Reference Period ending on the Calculation Date in question.

17.3.

Tracking periods

The commitments of a financial nature referred to in Art. 17.2 above (Commitments of a Financial nature) will be:

BANCO BPM S.p.A.

Parent Company of the BANCO BPM Banking Group

Registered office: Piazzo F. Meda, 4 • 20121 Milan - Tel. 02 77001

Administrative headquarters: Piazza Nogara, 2 - 37121 Verona - Tel. 045 8675111

www.gruppo.bancobpm.it

Share Capital as at 04.15.2021: 7,100,000,000.00 Euro (fully paid up). - ABI code 05034, Fiscal (taxation) Code and Registration at the Company Registration Office of Milan Monza Brianza Lodi: 09722490969, Representative of the Gruppo IVA Banco BPM, VAT reg. 10537050964, a Member of the Interbank Fund for the Protection of Deposits and the National Guarantee Fund, Listed in the Register of Banks of the Banca d'Italia and the Register of Bank Groups.

(a)

calculated on the basis of the Accounting Principles;

(b)

verified, on the basis of the data provided by the Recipient with reference to the Reference Period, on each Calculation Date; and

(c)

communicated to the Financing Bank through the submission of a Certificate of Conformity.

17.4.

Accounting Principles

(a)

The Recipient undertakes to inform the Financing Bank of any change in the Accounting Principles on the basis of which the audited consolidated financial statements were drawn up and to promptly provide the Financing Bank with:

(i)

a complete description of such changes; and

(ii)

sufficient information to allow it to establish an appropriate comparison between the financial situation illustrated in the financial statements drawn up on the basis of the principles subject to change and the financial situation illustrated in the most recent certified financial statements sent to the Financing Bank pursuant to this Agreement.

(b)

In the event of a change in the Accounting Principles on the part of the Recipient or any of its Subsidiaries the methods for calculating the financial commitments referred to in Art. 17.2 {Commitments of a financial nature) will be redefined by the Recipient and subsequently verified in good faith by the Financing Bank (or by third parties designated by the same) to take this modification into account. If this is not possible or the Recipient does not agree with the result determined by the Financing Bank, the verification of financial commitments will continue to be carried out on the basis of the Accounting Principles adopted on the Date of Conclusion.

17.5.

Remedies in the event of a breach of financial commitments

(a)

A breach, on any Calculation Date, of the commitments referred to in sections (a) or (b) of Art. 17.2 (financial commitments) may be remedied by a payment of Company Resources to the Recipient (the “Relevant Amount') within 30 Business Days from submission to the Financing Bank of the Certificate of Conformity which presents the infringement in question, corresponding to an amount which will at least permit, through rectification of its value, compliance with the financial commitment that has been violated, while it remains understood that for the purposes of recalculation, the payment will be considered as completed on the first day of the Reference Period.

(b)

The provision in section (a) shall be applicable:

(i)

for non-consecutive semesters; and

(ii)

no more than 4 (four) times during the period of the Loan.

18.

COMMITMENTS

18.1.

Commitments

The obligations of the Recipient under this Article (18) {Commitments) will remain in force until the credit claims of the Financing Bank with respect to the Recipient and deriving from this Contract and the Financial Documents have been fully satisfied.

BANCO BPM S.p.A.

Parent Company of the BANCO BPM Banking Group

Registered office: Piazzo F. Meda, 4 • 20121 Milan - Tel. 02 77001

Administrative headquarters: Piazza Nogara, 2 - 37121 Verona - Tel. 045 8675111

www.gruppo.bancobpm.it

Share Capital as at 04.15.2021: 7,100,000,000.00 Euro (fully paid up). - ABI code 05034, Fiscal (taxation) Code and Registration at the Company Registration Office of Milan Monza Brianza Lodi: 09722490969, Representative of the Gruppo IVA Banco BPM, VAT reg. 10537050964, a Member of the Interbank Fund for the Protection of Deposits and the National Guarantee Fund, Listed in the Register of Banks of the Banca d'Italia and the Register of Bank Groups.

18.2.

Authorizations

(a)

The Recipient must promptly obtain, maintain and adhere to the terms of any authorization required by legal or regulatory provisions in force in the individual Countries in which it operates and which is necessary for it to be able to comply with its obligations.

(b)

The Recipient undertakes to obtain and maintain all of the necessary authorizations for performance of its activities in each case.

18.3.

Fulfilment of legal obligations

The Recipient must comply with all legal acts and relative applicable regulatory provisions (including environmental and tax laws), in cases where a lack of compliance would determine a Material Adverse Effect.

18.4.

Pari passu

The Recipient must ensure that its obligations deriving from the Financial Documents are not subordinated to any other obligation it has assumed, without prejudice to legal privileges.

18.5.

Modification of the activity

The Recipient undertakes not to substantially change its business activity with respect to that carried out on the Date of Conclusion.

18.6.

Mergers and extraordinary operations

The Recipient undertakes not to carry out Extraordinary Transactions which may determine a Material Adverse Effect without the prior consent of the Financing Bank, which will not be unreasonably denied, and in any case without prejudice to any possible transaction for the purchase of shares which the Recipient will have the right to carry out for a maximum sum not exceeding that provided for in each case by its statute.

In any case, it is understood that the Permitted Acquisition must be considered as expressly approved pursuant to this Agreement and, therefore, completion on the part of the Recipient of the Permitted Acquisition will not cause a breach of the provisions of this Agreement or a Material Event pursuant to Art.19 (Material Events) of this Agreement;

18.7.

Intellectual and Industrial Property

The Recipient must preserve the validity of its Intellectual and Industrial Property and also take all action that may be required or would be reasonably opportune in order to protect the Intellectual and Industrial Property from any unauthorized use, to the extent that this is necessary to avoid a Material Adverse Effect .

18.8.

Maintenance of insurance coverage

The Recipient must protect its activities and assets with adequate insurance policies in accordance with the criteria normally adopted in the sector in which it operates.

18.9.

Taxes

The Recipient undertakes to:

BANCO BPM S.p.A.

Parent Company of the BANCO BPM Banking Group

Registered office: Piazzo F. Meda, 4 • 20121 Milan - Tel. 02 77001

Administrative headquarters: Piazza Nogara, 2 - 37121 Verona - Tel. 045 8675111

www.gruppo.bancobpm.it

Share Capital as at 04.15.2021: 7,100,000,000.00 Euro (fully paid up). - ABI code 05034, Fiscal (taxation) Code and Registration at the Company Registration Office of Milan Monza Brianza Lodi: 09722490969, Representative of the Gruppo IVA Banco BPM, VAT reg. 10537050964, a Member of the Interbank Fund for the Protection of Deposits and the National Guarantee Fund, Listed in the Register of Banks of the Banca d'Italia and the Register of Bank Groups.

(i)

ensure that all Taxes that are due from time to time and for any reason (also following changes to the tax regime or administrative regulations) are punctually and correctly paid within the terms permitted by law, with the exception of Taxes which are the subject of a dispute in good faith and for which the Recipient will promptly prepare an appropriate reserve or will provide evidence, reasonably satisfactory for the Financing Bank, regarding the groundlessness of the related claim;

(ii)

submit, following the terms and indications prescribed by law, all tax returns, all other fiscal declarations and the documentation relating to social security and welfare contributions, as established by laws and regulations on fiscal and contribution requirements and proceed in a manner whereby the declarations and documentation will accurately reflect all of its tax and contribution obligations for the relative reference periods;

(iii)

regularly, correctly and promptly withdraw and disburse the applicable legal withholdings on the sums paid by it; and

(iv)

maintain tax residence in Italy.

18.10.

Auditors

The Recipient undertakes to ensure that at all times its consolidated financial statements are subject to auditing and that the auditors will be PricewaterhouseCoopers (PwC), Ernst & Young, KPMG or Deloitte & Touche or any other major auditing firm engaged by the Recipient.

18.11.

Collaboration in the case of a Material Event

In the event of an occurrence of a Material Event the Recipient undertakes to collaborate with the Financing Bank in the assessment on the part of the latter of the scope and consequences of any such events and also the circumstances that caused them.

18.12.

Funding of shareholders

The Recipient must ensure that any loan disbursed by its shareholders (or by Subsidiaries or Associates of the same) is subordinated (in terms of capital and interest) to full repayment of the Loan.

18.13.

Sanctions

(a)

The Recipient may not use, either directly or indirectly, a Utilization, or confer or otherwise make available the proceeds of the Utilization to any of its Subsidiaries, Affiliates or other entities:

(i)

for the purpose of financing the activities of - or any transactions with - a subject which, on the date of financing, is subject to Penalties or which have been carried out in a Sanctioned Country on the date of the financing; or

(ii)

in any other way that will involve a breach of Sanctions on the part of the aforementioned subjects (including any subject participating in the financing referred to in this contract as a subscriber, consultant, investor, funder, a Financing Bank, an agent for warranties or in other capacities).

BANCO BPM S.p.A.

Parent Company of the BANCO BPM Banking Group

Registered office: Piazzo F. Meda, 4 • 20121 Milan - Tel. 02 77001

Administrative headquarters: Piazza Nogara, 2 - 37121 Verona - Tel. 045 8675111

www.gruppo.bancobpm.it

Share Capital as at 04.15.2021: 7,100,000,000.00 Euro (fully paid up). - ABI code 05034, Fiscal (taxation) Code and Registration at the Company Registration Office of Milan Monza Brianza Lodi: 09722490969, Representative of the Gruppo IVA Banco BPM, VAT reg. 10537050964, a Member of the Interbank Fund for the Protection of Deposits and the National Guarantee Fund, Listed in the Register of Banks of the Banca d'Italia and the Register of Bank Groups.

(b)

The Recipient may not use, either directly or indirectly, for repayment of the Loan, funds deriving from activities, businesses or projects in breach of the Sanctions and/or which may result in an infringement of the Sanctions on the part of the same.

18.14.

Clean-Up Period

(A)

Without prejudice to the provisions of section (B) below, and notwithstanding any different and further provisions of the Financial Documents, any:

(i)

inaccuracy, incompleteness and untruthfulness of a declaration or guarantee issued by the Recipient, also in the name and on behalf of the companies of the Group and/or the Relevant Subsidiaries, pursuant to Art. 15 (Declarations) of this Agreement, or

(ii)

a breach of a commitment or an obligation assumed by the Recipient, also in the name and on behalf of the companies of the Group and/or the Relevant Subsidiaries, pursuant to Articles 16 (Disclosure Requirements) and 18 {Commitments) of this Agreement, or

(iii)

a Material Event pursuant to Art. 19 {Material Events) of this Agreement,

will not constitute an inaccuracy, incompleteness or untruthfulness of declarations and guarantees, or a breach of commitments or obligations or will not be considered as a Material Event, if:

(a)

it refers to the company that is the subject of the Permitted Acquisition or any further future acquisitions made by the Recipient in accordance with the provisions of this Agreement; and

(b)

it occurs during the 9 (nine) months following the date of completion of the relative acquisition; and

(c)

would have constituted (in the absence of this provision) an inaccuracy, incompleteness and untruthfulness of declarations and guarantees, or a breach of a commitment or an obligation, or a Material Event, in each case, with exclusive reference to a company subject to the Permitted Acquisition and/or to any additional companies whose shareholdings are acquired in future by the Recipient in accordance with the provisions of this Agreement; and

(d)

is capable of being remedied and reasonable steps have been taken to remedy the situation; and

(e)

the circumstances giving rise to it were not caused or approved by the Recipient on or after the Utilization Date; and, moreover,

(f)

does not have a Material Adverse Effect; and

(g)

is actually remedied within 9 (nine) months, starting from the date of completion of the relative acquisition.

(B)

If the aforementioned violations persist after the 9th (ninth) month following the date of completion of the relative acquisition, the relative provisions of this Agreement shall apply.

BANCO BPM S.p.A.

Parent Company of the BANCO BPM Banking Group

Registered office: Piazzo F. Meda, 4 • 20121 Milan - Tel. 02 77001

Administrative headquarters: Piazza Nogara, 2 - 37121 Verona - Tel. 045 8675111

www.gruppo.bancobpm.it

Share Capital as at 04.15.2021: 7,100,000,000.00 Euro (fully paid up). - ABI code 05034, Fiscal (taxation) Code and Registration at the Company Registration Office of Milan Monza Brianza Lodi: 09722490969, Representative of the Gruppo IVA Banco BPM, VAT reg. 10537050964, a Member of the Interbank Fund for the Protection of Deposits and the National Guarantee Fund, Listed in the Register of Banks of the Banca d'Italia and the Register of Bank Groups.

19. MATERIAL EVENTS

19.1.

Material Events

Each of the events described in this Article (19) (Material Events) constitutes a Material Event.

19.2.

Non-payment

Failure to pay upon maturity of any amount owed by the Recipient pursuant to the Financial Documents in the manner provided therein unless the non-effected payment:

(a)

is caused exclusively by technical or administrative errors in the transmission of funds; and

(b)

is made within 5 (five) Business Days from the deadline.

19.3.

Commitments of a financial nature

Without prejudice to the provisions of Art. 17.5 (Remedies in the event of a breach of financial commitments), failure on the part of the Recipient to comply with the provisions of Art. 17 (Commitments of a financial nature).

19.4.

Failure to fulfil other obligations

Failure on the part of the Recipient to comply with the provisions of the Financial Documents (except as provided in Art. 19.2 (Non-payment) or Art. 19.3 (Financial commitments) or Art. 18 (Commitments) of this Agreement unless any such failure

(v)

can be remedied; and

(vi)

it is remedied within 20 (twenty) Business Days, starting from the most recent between the moment of the notification of the Financing Bank relating to the default and the date when the Recipient becomes aware of the failure.

19.5.

Truthfulness of the declarations

Untruthfulness in any substantial aspect of any of the declarations that are made or repeated by the Recipient in any of the Financial Documents, unless the actual situation can be modified so as to remedy the untruthfulness and this occurs within 20 (twenty) Business Days, starting from the most recent between a notification of the Financing Bank relating to the untruthfulness and the date when the Recipient becomes aware of such an occurrence.

19.6.

Insolvency

An occurrence on the part of the Recipient of one of the following circumstances, i.e., the Recipient

(I)

is, or, is considered for legal purposes no longer capable to regularly meet its obligations or is in any case insolvent;

(ii)

admits its inability to regularly pay its debts once they become due;

(iii)

ceases to pay its debts or communicates its intention in this respect for reasons differing from an objection made in good faith with regard to the relative payment obligations;

(iv)

due to financial difficulties, initiates negotiations with its creditors in order to obtain a rescheduling of its debt commitments;

(v)

is in one of the situations envisaged under Art. 2447 or 2482, 2482-bis and 2482-ter of the Civil Code (or, in the case of non-Italian companies, in similar applicable provisions) and this situation is not remedied within the legal terms applicable in each case; or

BANCO BPM S.p.A.

Parent Company of the BANCO BPM Banking Group

Registered office: Piazzo F. Meda, 4 • 20121 Milan - Tel. 02 77001

Administrative headquarters: Piazza Nogara, 2 - 37121 Verona - Tel. 045 8675111

www.gruppo.bancobpm.it

Share Capital as at 04.15.2021: 7,100,000,000.00 Euro (fully paid up). - ABI code 05034, Fiscal (taxation) Code and Registration at the Company Registration Office of Milan Monza Brianza Lodi: 09722490969, Representative of the Gruppo IVA Banco BPM, VAT reg. 10537050964, a Member of the Interbank Fund for the Protection of Deposits and the National Guarantee Fund, Listed in the Register of Banks of the Banca d'Italia and the Register of Bank Groups.

(vi)

a moratorium is declared in respect of its indebtedness or a part thereof.

19.7.

Insolvency proceedings

(a)

Without prejudice to the provisions presented below, the occurrence of one of the following circumstances affecting the Recipient:

(i)

the start of negotiations for a composition agreement with creditors, a recovery plan pursuant to Art. 67 of Bankruptcy Law 267 and restructuring agreements pursuant to Art. 1 82-bis or Art. 182-septies of the Bankruptcy Law, an assignment of assets to creditors or similar agreements with its creditors;

(ii)

the presentation of: (i) an application for access to a crisis and insolvency regulation instrument subject to the filing of documentation, (ii) debt exposure recovery plans, (iii) debt restructuring agreements, moratorium agreements, (iv) restructuring plans subject to approval, pursuant to, respectively, Articles 44, 56, 57, 62 and 64-bis of the Business Crisis and Insolvency Code;

(iii)

[the Recipient] has not proposed solutions for over-indebtedness crises, where applicable, pursuant to Art. 65 of the Business Crisis and Insolvency Code; or has resorted to one of the crisis and insolvency regulation tools referred to in the Business Crisis and Insolvency Code or to voluntary or judicial liquidation with effects similar to those of the tools indicated in the preceding section (i);

(iv)

the calling of a meeting for placement into liquidation (or the request for placement into liquidation) or the approval of such a resolution;

(v)

the presentation or notification on the part of a subject of a request for admission to insolvency proceedings;

(vi)

issuance of a provision for admission to insolvency or liquidation proceedings; or

(vii)

the initiation within a jurisdiction of procedures similar to those mentioned above.

(b)

Section (a) does not apply to the filing of a petition for bankruptcy (or the institution of other insolvency proceedings in any jurisdiction) by a creditor if (i) the petition is contested in good faith and with due diligence, (ii) the company concerned demonstrates to the Financing Bank that the petition is manifestly unfounded and (iii) the petition will expire within 45 (forty-five) Business Days.

19.8.

Suspension, interruption or modification of an activity

A company of the Group suspends, interrupts or threatens to suspend or interrupt, or substantially modifies its activities if the suspension, interruption, threatened suspension or interruption, or substantial modification of the activity may have a Material Adverse Effect.

BANCO BPM S.p.A.

Parent Company of the BANCO BPM Banking Group

Registered office: Piazzo F. Meda, 4 • 20121 Milan - Tel. 02 77001

Administrative headquarters: Piazza Nogara, 2 - 37121 Verona - Tel. 045 8675111

www.gruppo.bancobpm.it

Share Capital as at 04.15.2021: 7,100,000,000.00 Euro (fully paid up). - ABI code 05034, Fiscal (taxation) Code and Registration at the Company Registration Office of Milan Monza Brianza Lodi: 09722490969, Representative of the Gruppo IVA Banco BPM, VAT reg. 10537050964, a Member of the Interbank Fund for the Protection of Deposits and the National Guarantee Fund, Listed in the Register of Banks of the Banca d'Italia and the Register of Bank Groups.

19.9.

Worsening of credit claims

The occurrence of an event or series of events (whether related or not) which have a Material Adverse Effect;

19.10.

Collaboration in the case of a Material Event

(a)

If a Material Event has occurred, the Financing Bank will have the right, exercised by means of a written communication submitted to the Recipient, to:

(i)

declare that a Material Event has occurred; and/or

(ii)

withdraw from this Agreement; and/or

(iii)

declare that the Recipient is excluded from the benefit of the term with respect to all or a part of the payment obligations assumed by the same; and/or

(iv)

in the case of the Material Events described in Art. 19.2 (Non-payment), terminate this Contract in accordance with the provisions of Art. 1456 of the Civil Code; and/or

(v)

in the case of Material Events other than those referred to in section (iv) above, terminate this Contract in accordance with the provisions of Art. 1454 of the Civil Code.

(b)

In the event of withdrawal or forfeiture of the benefit of the term or termination pursuant to section (a) above :

(i)

all of the amounts with respect to which the Recipient has been declared as having forfeited the benefit of the term under this Agreement will immediately become due and payable together with all other amounts owed by the Recipient under the Financial Documents; and

(ii)

the Financing will be immediately cancelled.

(c)

The remedies provided for in this Article (19.10) (Remedies in the event of a Material Event) are in addition to any remedy made available to the Financing Bank by virtue of the rule of law.

20.

TRIAL

20.1.

Bank statements

The account statements of the Financing Bank relating to this Contract will provide evidence, in any institute or location and for all purposes, of the receivables due from the Recipient unless proof to the contrary is presented.

20.2.

Accounting records and results

The accounting records and results of the Financing Bank relating to the Financial Documents will provide evidence, in any institute or location and for all purposes, of the credit indicated therein unless proof to the contrary is subsequently presented.

20.3.

Calculation

The interest and fees due pursuant to this Agreement accrue day by day and are calculated with respect to the actual number of days elapsed on the basis of a 360-day year.

BANCO BPM S.p.A.

Parent Company of the BANCO BPM Banking Group

Registered office: Piazzo F. Meda, 4 • 20121 Milan - Tel. 02 77001

Administrative headquarters: Piazza Nogara, 2 - 37121 Verona - Tel. 045 8675111

www.gruppo.bancobpm.it

Share Capital as at 04.15.2021: 7,100,000,000.00 Euro (fully paid up). - ABI code 05034, Fiscal (taxation) Code and Registration at the Company Registration Office of Milan Monza Brianza Lodi: 09722490969, Representative of the Gruppo IVA Banco BPM, VAT reg. 10537050964, a Member of the Interbank Fund for the Protection of Deposits and the National Guarantee Fund, Listed in the Register of Banks of the Banca d'Italia and the Register of Bank Groups.

21.

FEES

21.1.

Non-usage Fee

Upon the granting of the Revolving Credit Line, the Recipient will pay a non-usage fee (the 'Non-Usage Fee'), which is calculated on the amount of the Revolving Credit Line granted and unused and equal to 12 bps per year, starting from the Date of Conclusion and continuing until the end of the Availability Period (i.e., the date when the Revolving Credit Line has been fully revoked or cancelled pursuant to this Agreement). This Non-usage Fee must be paid in arrears (i) every six months, starting from the Date of Conclusion, (ii) on the last day of the Availability Period and (iii), in the event of revocation or complete cancellation of the Revolving Credit Line, on the date when the revocation or cancellation becomes effective under this Agreement.

21.2.

Arrangement Fee

In relation to the activity carried out for the structuring and underwriting of the Loan, the Recipient will pay to the Financing Bank an arrangement fee (the 'Arrangement Fee'), to be calculated on the overall amount of the loan, equal to a total of 200,000.00 (two hundred thousand/00) Euro, which will be paid in the manner and by the deadline agreed upon in a related, separate letter.

22.

COMPENSATION AND COSTS FOR RE-USE

22.1.

Currency related compensation

(a)

the Recipient undertakes to indemnify the Financing Bank with reference to any documented harmful consequence, increased cost or expenses (without any duplication with respect to any further harmful consequence, increased cost or expenses subject to indemnification on the part of the Recipient pursuant to the Financial Documents) which the Financing Bank may incur as a result:

(i)

payment to the benefit of the Financing Bank of any amount owed by the Recipient pursuant to the Financial Documents; or

(ii)

the conversion of said amount pursuant to a sentence, decree or other judicial or arbitration ruling,

in a currency other than the legal tender in Italy.

(b)

Unless otherwise required by law the Recipient renounces any rights it may have in any jurisdiction relating to the possibility to pay any sum according to the Financial Documents in a currency other than the currency in which the amount is to be paid.

22.2.

Other compensation

(c)

the Recipient undertakes to indemnify the Financing Bank with reference to any harmful consequence or funding expenses that the Financing Bank may incur as a result of:

(i)

the occurrence of a Material Event;

(ii)

failure to pay on the part of the Recipient any amount according to the provisions of a Financial Document on the maturity date;

(iii)

(unless it is attributable to the Financing Bank) failure to provide a Utilization following the submission of a Utilization Request;

BANCO BPM S.p.A.

Parent Company of the BANCO BPM Banking Group

Registered office: Piazzo F. Meda, 4 • 20121 Milan - Tel. 02 77001

Administrative headquarters: Piazza Nogara, 2 - 37121 Verona - Tel. 045 8675111

www.gruppo.bancobpm.it

Share Capital as at 04.15.2021: 7,100,000,000.00 Euro (fully paid up). - ABI code 05034, Fiscal (taxation) Code and Registration at the Company Registration Office of Milan Monza Brianza Lodi: 09722490969, Representative of the Gruppo IVA Banco BPM, VAT reg. 10537050964, a Member of the Interbank Fund for the Protection of Deposits and the National Guarantee Fund, Listed in the Register of Banks of the Banca d'Italia and the Register of Bank Groups.

(iv)

failure to effect advance payment of the Loan (or part of the Loan) pursuant to an early repayment notice; or

(v)

the activity adopted by the Recipient in the event it reasonably believes that a Material Event exists.

(d)

The responsibility of the Recipient in each of the foregoing cases will include any detrimental consequences or funding expenses, which it has assumed or incurred to deal with any amount due under any Financial Document, any amount repaid or any Utilization.

22.3.

Costs of Re-use

(a)

the Recipient undertakes to pay to each Financing Bank the Costs of Re-use incurred by the Financing Bank in question.

(b)

Each Financing Bank shall notify the Recipient, through the Financing Bank itself, of the amount of the Costs of Re-use requested by it pursuant to this Article (22) (Compensation and Costs of Re-use).

23.

COSTS AND EXPENSES

23.1.

Initial costs

The Recipient will have to bear directly or, as the case may be, reimburse to the Financing Bank, through the Financing Bank itself, the duly documented total amount of costs and expenses (including legal fees in the amount separately agreed upon and notarial fees) reasonably incurred by the Financing Bank in relation to the negotiation, drafting and signing of the Financial Documents.

23.2.

Subsequent costs

Without prejudice to the provision of section (b) in Art. 25.4 (Charges relating to Transfers) and Art. 23.1 (Initial Costs), the Recipient must reimburse to the Financing Bank, through the Financing Bank itself, the duly documented total amount of costs, fees and, in the separately agreed amount, the fees of legal, notarial or other consultants which the Financing Bank has reasonably incurred in relation to:

(a)

the negotiation, drafting and signing of any Financial Document signed after the Date of Conclusion; and

(b)

any modification, waiver or consent requested by, or on behalf of the Recipient or specifically permitted by this Agreement.

23.3.

Cost of enforcement measures

The Recipient must reimburse to the Financing Bank the total amount of costs and expenses (including legal and notarial fees) which are incurred by the Financing Bank in relation to the protection or enforcement of any right to which it is entitled under a Financial Document.

BANCO BPM S.p.A.

Parent Company of the BANCO BPM Banking Group

Registered office: Piazzo F. Meda, 4 • 20121 Milan - Tel. 02 77001

Administrative headquarters: Piazza Nogara, 2 - 37121 Verona - Tel. 045 8675111

www.gruppo.bancobpm.it

Share Capital as at 04.15.2021: 7,100,000,000.00 Euro (fully paid up). - ABI code 05034, Fiscal (taxation) Code and Registration at the Company Registration Office of Milan Monza Brianza Lodi: 09722490969, Representative of the Gruppo IVA Banco BPM, VAT reg. 10537050964, a Member of the Interbank Fund for the Protection of Deposits and the National Guarantee Fund, Listed in the Register of Banks of the Banca d'Italia and the Register of Bank Groups.

24.

MODIFICATIONS AND WAIVERS

24.1.

Procedure

Any provision contained in the Financial Documents may be modified or waived only with the consent of the Recipient.

25.

MODIFICATION OF THE PARTIES

25.1.

Transfers made by the Recipient

the Recipient shall not cede any of the Financial Documents or rights arising from them, without the prior consent of the Financing Bank.

25.2.

Assignments made by the Financing Bank

(a)

The Financing Bank (the 'Existing Financing Bank') may assign or transfer, in whole or in part, the Loan (an 'Assignment') (i) to another Financing Bank which is a Qualified Bank (the 'New Financing Bank') (ii) or - if the Contract has been terminated - to third parties ('Incoming Party'), and with the exclusion of any bond of solidarity between the transferor and the transferee, in the manner provided for in this Article (25.2).

(b)

Each Assignment will be characterized as an assignment of a contract (or an assignment of rights and a discharging assumption of obligations). The New Financing Bank (or the Incoming Party, as the case may be) will replace the transferor in this Agreement and in the other Financial Documents to which the Existing Financing Bank is a party, including all active and passive obligations connected thereto, moreover without this constituting a novation of this Contract, of the Financial Documents or of any of the obligations set forth therein.

(c)

Without prejudice to the case in which (i) the assignee is an Associate of the Financing Bank, and/or (ii) the Assignment occurs during the occurrence of a Material Event, and/or the Contract has been terminated, the Assignment must take place with the prior written consent of the Recipient (which cannot be unreasonably denied or delayed and shall be deemed as having been provided unless this is expressly denied within 15 (fifteen) Business Days following the request).

(d)

The Assignment in favor of the Incoming Party:

(i)

will take place pursuant to and for the purposes of Art. 1407 or, if applicable, Art. 1264 of the Civil Code, by submitting a copy of the Deed of Assignment; and

(ii)

the Incoming Party may not have the requisites of an Agent Bank necessary for an Assignment in favor of a New Incoming Bank.

(e)

Following the completion of an Assignment made pursuant to Art. 25.3 (Assignment Method) and having effect from the Date of Assignment:

(i)

the Existing Financing Bank will be released from the ceded obligations (and also any related obligations assumed pursuant to the Financial Documents); and

(ii)

the New Financing Bank will become a party to this Agreement in its capacity as the Financing Bank and the Financial Documents which the Existing Financing Bank was a party to in the capacity indicated in each Financial Document and will assume obligations corresponding to those from which the Existing Financing Bank will be released pursuant to section (i) above.

BANCO BPM S.p.A.

Parent Company of the BANCO BPM Banking Group

Registered office: Piazzo F. Meda, 4 • 20121 Milan - Tel. 02 77001

Administrative headquarters: Piazza Nogara, 2 - 37121 Verona - Tel. 045 8675111

www.gruppo.bancobpm.it

Share Capital as at 04.15.2021: 7,100,000,000.00 Euro (fully paid up). - ABI code 05034, Fiscal (taxation) Code and Registration at the Company Registration Office of Milan Monza Brianza Lodi: 09722490969, Representative of the Gruppo IVA Banco BPM, VAT reg. 10537050964, a Member of the Interbank Fund for the Protection of Deposits and the National Guarantee Fund, Listed in the Register of Banks of the Banca d'Italia and the Register of Bank Groups.

(f)

The Financing Bank may at any time freely use the credit deriving from the Financing as 'non-marketable assets' to be constituted as collateral in favor of the European Central Bank and/or the Bank of Italy for the refinancing operations provided by the latter within the scope of the 'Abaco' procedure (collateralized banking assets), as determined by the rules regulating the 'Eurosystem monetary policy instruments' in force in each case, or within the sphere of any other equivalent procedure which may exist, with it being understood that such use of the credits (i) will not release the Financing Bank from its obligations under the Financial Documents, and (ii) will not result in payment on the part of the Recipient of any amount and will not result in the granting of further rights with respect to those envisaged in favor of the Financing Bank pursuant to the provisions of the Financial Documents.

25.3.

Assignment Method

(a)

An Assignment is considered as completed when the Existing Financing Bank and the New Financing Bank have signed a specific assignment certificate.

(b)

The Assignment will be effective from the date when the Recipient is notified of the completion of the Assignment or, if later, from the date indicated in the aforementioned assignment notification (the 'Assignment Date').

(c)

The Recipient acknowledges and accepts that the submission of an assignment notification from the Agent Bank to the Recipient constitutes adequate notification of the Assignment pursuant to and for the purposes of Art. 1407 (1) of the Civil Code,

25.4.

Charges relating to Assignments

(a)

Stamp duties, registration duties and other Taxes of a similar nature that are applicable in relation to the Assignments (including those relating to each assignment certificate) and the relative costs and expenses (including legal and notarial fees) will be exclusively borne by the relative New Financing Bank except in the case where the Assignment occurred in the presence of a Material Event.

(b)

If:

(i)

the Financing Bank carries out an Assignment or changes its Operating Branch; and

(ii)

as a consequence of the circumstances existing on the Date of Assignment or a change relating to the Operating Branch, the Recipient is required to pay an Additional Sum, Tax Compensation or Higher Fees,

the Recipient will be required to pay the relative Additional Sum, Tax Compensation or Higher Fees in question only if it were required to pay such amounts even though the Assignment or change of the Operating Branch had not occurred.

26.

CONFIDENTIALITY

(a)

Each Party shall retain as confidential and shall use for the purposes of this Agreement and in any case for the ordinary activity of the Party, the confidential details and data provided to it by or on behalf of another Party in relation to the Financial Documents. However, each Party may disclose information:

BANCO BPM S.p.A.

Parent Company of the BANCO BPM Banking Group

Registered office: Piazzo F. Meda, 4 • 20121 Milan - Tel. 02 77001

Administrative headquarters: Piazza Nogara, 2 - 37121 Verona - Tel. 045 8675111

www.gruppo.bancobpm.it

Share Capital as at 04.15.2021: 7,100,000,000.00 Euro (fully paid up). - ABI code 05034, Fiscal (taxation) Code and Registration at the Company Registration Office of Milan Monza Brianza Lodi: 09722490969, Representative of the Gruppo IVA Banco BPM, VAT reg. 10537050964, a Member of the Interbank Fund for the Protection of Deposits and the National Guarantee Fund, Listed in the Register of Banks of the Banca d'Italia and the Register of Bank Groups.

(i) which is in the public domain, provided that this is not case due to the occurrence of breaches enacted by the Party of this Article (26) (Confidentiality);

(ii)

in relation to any litigation;

(iii)

if it is required to do so pursuant to any law or regulation or a judicial or arbitral provision, in adherence to a request made by any regulatory or tax authority, in relation to disputes, legal and judicial proceedings, arbitration or investigations, and/or any public and/or independent authority;

(iv)

to its officials, employees, agents, collaborators and/or professional consultants and to the officials, employees, agents, collaborators and/or professional consultants of its Affiliates, provided the same are bound by similar confidentiality obligations;

(v)

within the limits permitted by the provisions of section (b) below; or

(vi)

with the consent of the other Parties.

(b)

The Financing Bank may present to an Associate or to any other subject with which the Financing Bank has entered into an agreement comprising ordinary confidentiality obligations regarding an assignment, transfer or participation in the Revolving Credit Line (a 'participant'):

(i)

a copy of any Financial Document; and

(ii)

any information that the Financing Bank has acquired pursuant or in relation to any Financial Document.

(c)

The Financing Bank recognizes and accepts that some of the information that will be provided to it pursuant to the Financial Documents may constitute privileged information pursuant to the legislation applicable in each case and that the use of such information may be limited or precluded pursuant to this legislation, including, by way of an example and not exhaustively, the legal and regulatory provisions regarding the abuse of privileged inside information and market manipulation. The Financing Bank undertakes to use the information that will be provided to it pursuant to the Financial Documents in compliance with the legal and regulatory provisions applicable in each case and to hold the Recipient harmless from any damage it may directly incur due to the violation of the obligations of confidentiality on the part of any subject to which it has provided any information (other than the information referred to in section (a) (i), (ii) and (iii) above under this Agreement, and including sub-section (d) below.

(d)

Without prejudice to the foregoing the Financing Bank will also have the right to provide to:

(i)

any subject to which it intends to assign, in whole or in part, this Agreement or the credit arising from it and also to any company of the group, subsidiary or branch, or legal representative, director, officer, employee, agent, collaborator, and/ or consultant of the entity in question (including, where such an entity is a fund, any other fund managed by the same administrator);

BANCO BPM S.p.A.

Parent Company of the BANCO BPM Banking Group

Registered office: Piazzo F. Meda, 4 • 20121 Milan - Tel. 02 77001

Administrative headquarters: Piazza Nogara, 2 - 37121 Verona - Tel. 045 8675111

www.gruppo.bancobpm.it

Share Capital as at 04.15.2021: 7,100,000,000.00 Euro (fully paid up). - ABI code 05034, Fiscal (taxation) Code and Registration at the Company Registration Office of Milan Monza Brianza Lodi: 09722490969, Representative of the Gruppo IVA Banco BPM, VAT reg. 10537050964, a Member of the Interbank Fund for the Protection of Deposits and the National Guarantee Fund, Listed in the Register of Banks of the Banca d'Italia and the Register of Bank Groups.

(ii)

any subject with which contracts will be stipulated aimed at allocating and/or sharing, in a more efficient manner, the credit risk with respect to the Recipient, or an interest rate and/or exchange risk;

(iii)

any subject with which the Financing Bank intends to carry out transactions concerning the credits claimed from the Recipient and arising from this Contract;

(iv)

any company or third-party entity with which the Financing Bank intends to conclude, directly or indirectly, any 'sub-participation' or any operation according to which payments must or may be made in relation to the Financial Documents (including any insurers, re-insurers, brokers or insurance companies with which the Financing Bank intends to stipulate an insurance policy in relation to the Financial Documents), and also any subsidiary or branch, legal representative and/or consultant of such a company or entity;

(v)

any subject which invests or otherwise finances (or may potentially invest or otherwise finance), directly or indirectly, one of the operations referred to in sections (i), (ii), (iv) or (v) above;

(vi)

any rating agency (including their consultants);

(vii)

any of their legal advisers or any notary involved in any of the above circumstances, the information relating to the Contract, to the Financial Documents that it deems reasonably necessary for the purposes of the assignment operations referred to above, provided that the subject to which the information is communicated has signed (prior to communication) a confidentiality commitment to the reasonable satisfaction of the Recipient and the Financing Bank.

(e)

The provisions referred to in this Article (26) (Confidentiality) will remain effective for a period of 12 (twelve) months, starting from the earliest of the following dates: (i) the date of termination of this Agreement and (ii) the date on which a Party has assigned its rights deriving from this Agreement.

27.

COMPENSATION

Each payment to be made by the Recipient must be calculated and made without deductions or compensations with amounts (payable or otherwise) due to the Recipient.

28.

PARTIAL INVALIDITY

If a provision of a Financial Document is or becomes void or unenforceable in any jurisdiction, any such circumstance will have no impact:

(a)

on compliance with the law, the validity or enforceability in that jurisdiction of any other provisions of the Financial Documents; or

(b)

regarding conformity to law, the validity or effectiveness in other jurisdictions of that or any other provision of the Financial Documents.

BANCO BPM S.p.A.

Parent Company of the BANCO BPM Banking Group

Registered office: Piazzo F. Meda, 4 • 20121 Milan - Tel. 02 77001

Administrative headquarters: Piazza Nogara, 2 - 37121 Verona - Tel. 045 8675111

www.gruppo.bancobpm.it

Share Capital as at 04.15.2021: 7,100,000,000.00 Euro (fully paid up). - ABI code 05034, Fiscal (taxation) Code and Registration at the Company Registration Office of Milan Monza Brianza Lodi: 09722490969, Representative of the Gruppo IVA Banco BPM, VAT reg. 10537050964, a Member of the Interbank Fund for the Protection of Deposits and the National Guarantee Fund, Listed in the Register of Banks of the Banca d'Italia and the Register of Bank Groups.

29. NOTIFICATIONS

29.1.

Form of the notifications

(a)

All communications relating to the Financial Documents must be made in writing and, unless otherwise agreed, may be delivered by hand or sent by post, via telex or fax or e-mail or other electronic means of communication approved by the Financing Bank.

(b)

For the purposes of the Financial Documents, notifications made in the electronic format will be deemed to have been made in writing.

(c)

Except as otherwise provided for, any consent or agreement required under the Finance Documents must be presented in writing.

29.2.

Address

(a)

For any notification that occurs pursuant to the provisions of the Financial Documents, the Recipient provides the following address:

Alfasigma S.p.A.

Via Ragazzi del ‘99, n. 5

40133 - Bologna

Fax: 051.387914

E-mail: alfasigmaspa@legalmail.it

To the kind attention of Mr. Francesco Balestrieri

(b)

For any notification that occurs pursuant to the provisions of the Financial Documents, the Financing Bank provides the following address:

BANCO BPM S.p.A.

Via Don Minzoni n. 1/g

40133 - Bologna

To the kind attention of : Cristina Ricci

E-mail: cristina.ricci@bancobpm.it

29.3.

Validity

(a)

Except as provided for below, any communication relating to the Financial Documents will be deemed to have reached its destination:

(i)

if it is delivered by hand or sent by letter, at the time of delivery;

(ii)

if sent by fax, with a receipt in legible form issued by the recipient;

(iii)

if sent via e-mail or via other electronic instruments, with a receipt in a legible format.

(b)

Notifications received on a day other than a Business Day or, that is, after 5.00 pm will be deemed to have been received on the following Business Day at that location.

BANCO BPM S.p.A.

Parent Company of the BANCO BPM Banking Group

Registered office: Piazzo F. Meda, 4 • 20121 Milan - Tel. 02 77001

Administrative headquarters: Piazza Nogara, 2 - 37121 Verona - Tel. 045 8675111

www.gruppo.bancobpm.it

Share Capital as at 04.15.2021: 7,100,000,000.00 Euro (fully paid up). - ABI code 05034, Fiscal (taxation) Code and Registration at the Company Registration Office of Milan Monza Brianza Lodi: 09722490969, Representative of the Gruppo IVA Banco BPM, VAT reg. 10537050964, a Member of the Interbank Fund for the Protection of Deposits and the National Guarantee Fund, Listed in the Register of Banks of the Banca d'Italia and the Register of Bank Groups.

30. FISCAL TREATMENT AND SUBSTITUTE TAX

(a)

Considering that this Agreement is stipulated through an exchange of correspondence, this Agreement, together with the related amendment and execution documents, is not subject to the obligation of registration, except upon the occurrence of an event such as: (a) a case of use, pursuant to Art. 6 of Presidential Decree 131/1986, (b) a statement, pursuant to Art. 22 of Presidential Decree 131/1986 and (c) voluntary registration.

(b)

Upon the occurrence of one of the aforementioned events which determines registration of the Contract, as these are documents relating to operations falling within the scope of VAT - albeit under the exemption regime, pursuant to Art. 10 (1) 1 of Presidential Decree 633/1972 - they are subject to a fixed registration duty, pursuant to Articles 5 and 40 of Presidential Decree 131/1986.

(c)

The Financing Bank, in agreement with the Recipient, declares that it does not wish to exercise the option referred to in Art. 17 of Presidential Decree 601 of September 29 1973, as amended from time to time, and therefore does not wish to benefit from the substitute tax referred to in Articles 15 et seq. of the aforementioned Presidential Decree 601 of September 29 1973.

31.

CONTRACT SUBJECT TO INDIVIDUAL NEGOTIATION

Pursuant to and for the purposes of Resolution CICR of March 4 2003 and the ‘Provisions on the transparency of banking and financial operations and services - Correctness of relationships between intermediaries and customers' issued by the Bank of Italy on July 15 2015 and published in the Official Journal of the Republic of Italy on July 29, 2015, the Parties hereto hereby recognize and confirm that this Deed and each of its provisions has been the subject of individual negotiation with the assistance of its legal consultants.

32.

APPLICABLE LAW - COMPLAINTS AND CONCILIATORY MEDIATION - COMPETENT COURT OF LAW

32.1.

This Agreement is governed by Italian law.

32.2.

The Financing Bank hereby informs the Recipient that in the event that a dispute arises following the stipulation of this Contract and related and consequent deeds, the Recipient may:

submit a complaint to the Bank by means of a registered letter (with notification of receipt) addressed to: Banco BPM S.p.A. - Complaints Management - Via Polenghi Lombardo, 13 - 26900 Lòdi, or via a telematic link to www.bancobpm.it ('Complaints' section) or to the certified e-mail address reclamibancari@pec.bancobpmspa.it^:. The Financing Bank must respond within sixty days from the date of receipt.

If the Recipient is not satisfied with the outcome of the complaint or has not received a response within the expected deadline, it may

after following the complaint procedure referred to under point a), contact, pursuant to Art. 128 of Legislative Decree 385 of September 1 1993 - the Consolidated Law on banking and credit matters - the Financial Banking Arbitrator if the claim has a value not exceeding 200,000 Euro and if the complaint involves the request for a sum of money without limits in terms of its amount in all the other cases. The appeal must be signed by the Borrower; it may be presented on behalf of the Recipient by a trade association to which it adheres or by another representative authorized to undertake such action. In these cases the appeal is also signed by the Recipient or accompanied by a power of attorney. The appeal is drawn up using the forms published on the ABF website and available at all branches of the Bank of Italy open to the public and, alternatively, may be sent directly according to the procedures indicated on the forms to the technical secretariat of the competent board and to any Branch of the Bank of Italy or presented at all branches of the Bank of Italy open to the public. An appeal to the ABF cannot be made if more than twelve months have passed since the complaint was submitted to the Financing Bank. If the Recipient proposes the above appeal, it must promptly notify the Financing Bank by forwarding to it a copy of the appeal by registered mail (with notification of receipt) or via certified e-mail. Further information on the dispute resolution system referred to in Art. 128-bis of the Consolidated Banking Act (TUB) can be found in the website of the Body (www.arbitrobancariofinanziario.it); or, alternatively,

it may activate, also without prior exercise of the complaint procedure referred to under the preceding point a), the mediation procedure at the Banking Conciliation Body established by the Financial Banking Conciliator - an Association for the resolution of banking, financial and corporate disputes - ADR (listed in the register of conciliation bodies held by the Ministry of Justice) as this is a Body that specializes in banking and financial disputes, which has a network of conciliators at various locations throughout the national territory (relative information is available in the website www.conciliatorebancario.it. A similar facility is conferred upon the Financing Bank.

The Financing Bank moreover informs the Recipient that a condition for the admissibility of legal claims relating to disputes arising from the stipulation of this Contract and related and consequent deeds, pursuant to Art. 5 (1-bis) of Legislative Decree 28 of March 4 2010, introduced by Law 98 of August 9 2013, by way of conversion of Legislative Decree 69 of June 21 2013, is the activation of an out-of-court resolution or mediation procedures for conciliation.

To activate the aforementioned procedures, the Parties agree as follows: the Recipient shall follow what is stated under the preceding points a) and b) or c); the Financing Bank shall follow the procedure indicated under point c) above.

In relation to the aforementioned provision referred to in Art. 5 (1-bis) of Legislative Decree 28/2010, and by way of implementation of section 5 of the same article, the Parties as of now agree to present the disputes that may arise from this Contract to the Banking Conciliation Body established by the Banking and Financial Conciliator - the Association for the resolution of banking, financial and corporate disputes - ADR (listed in the register of conciliation bodies held by the Ministry of Justice) as a Body that specializes in banking and financial disputes, which has a network of conciliators at various locations throughout the national territory.

It is understood that what is stated under this section (2) is agreed upon in derogation of what may be established in the document bearing the title 'General Conditions relating to the Bank-Customer relationship'.

32.3.

Without prejudice to the powers mandatorily established by law for precautionary and executive measures, the Court of Law of Milan will have exclusive jurisdiction for any dispute relating to the interpretation, conclusion, execution or termination of this Contract. In any case the Bank's right to appeal to any other competent judge pursuant to the provisions of law remains without prejudice.

32.4.

For any dispute relating to the Financial Documents the Recipient irrevocably establishes its domicile at its registered office.

ANNEX 1

Financing Bank

Shareholding (euro):	100,000,000
Financing Bank	Banco BPM S.p.A.

BANCO BPM S.p.A.

Parent Company of the BANCO BPM Banking Group

Registered office: Piazza F. Meda, 4 - 20121 Milan - Tel. 02 77001

Administrative headquarters: Piazza Nogara, 2 - 37121 Verona - Tel. 045 8675111

www.gruppo.bancobpm.it

Share Capital as at 04.15.2021: 7,100,000,000.00 Euro (fully paid up). - ABI code 05034, Fiscal (taxation) Code and Registration at the Company Registration Office of Milan Monza Brianza Lodi: 09722490969, a Member of the Interbank Fund for the Protection of Deposits and the National Guarantee Fund, Listed in the Register of Banks of the Banca d'Italia and the Register of Bank Groups.

ANNEX 2

Conditions Precedent

Part I - Conditions Precedent with regard to the effectiveness of the Financing Agreement

Copy of the deed of incorporation and of the statute of the Recipient, where these may be different from those already held by the Financing Bank.

Where adopted, a copy of the resolution of the Board of Directors of the Recipient which approves the terms of the Financial Documents and the operations envisaged by them or a copy of the documentation certifying the powers of one or more subjects authorized to sign the Financial Documents which the Recipient is a party of.

A sample of the signature of the authorized persons who will sign the Financial Documents and all the documents and notifications required by the provisions of the Financial Documents, where such persons differ from those who have already deposited their signatures at the Financing Bank.

A certificate of good standing of the Recipient issued by the Registry of Companies at a time not earlier than 7 (seven) Business Days before the Date of Conclusion.

An original copy of the declaration of a legal representative of the Recipient certifying that each document listed in Part I (Conditions precedent with regard to the effectiveness of the Financing Agreement) of this Annex (2) (Conditions Precedent) is (depending on the case) authentic, complete, effective and currently valid on the Date of Conclusion.

Copy of the Basic Financial Situation.

Evidence of payment of all commissions, costs and expenses due to the Financing Bank on the Closing Date.

Documents relating to the ‘Know your customers' (KYC) process and anti-money laundering legislation.

Part II - Conditions Precedent with regard to the disbursement and/or renewal of Utilizations

Absence, on the date of the relative Utilization Request and/or Renewal Request and on the relative Utilization Date and/or renewal date of any Material Event.

On the date of the relative Utilization Request and/or Renewal Request and the relative Utilization Date and/or renewal date, the truthfulness, accuracy and correctness of the declarations and warranties made pursuant to this Agreement.

ANNEX 3

Part I - Utilization Request

Messrs.

[BANCO BPM S.p.A.]

[·]

[Date]

Financing Agreement for a total of [·] Euro

On (date) [·] (the 'Financing Agreement')

We hereby refer to the Financing Agreement indicated above. The terms used in this Utilization Request have the meaning attributed to them in the Financing Agreement.

We request the Utilization indicated below:

Date of Utilization: [·];

Amount: [·] Euro;

Period of Duration of a Utilization: [·] months.

It is hereby confirmed that:

(a)

the conditions precedent referred to in Art. 4 of the Financing Agreement have occurred;

(b)

as of the date hereof, the declarations and warranties contained in the Financing Agreement are true and complete and no Material Event has occurred or will occur as a result of the Utilization.

We hereby authorize your Institute to credit the sums referred to in the preceding section to the current account with IBAN [·], held by [·] pursuant to and for the purposes of Art. 5.1 (Method of Use) of the Financing Agreement.

In the name and on behalf of [Alfasigma] S.p.A.]

BANCO BPM S.p.A.

Parent Company of the BANCO BPM Banking Group

Registered office: Piazza F. Meda, 4 - 20121 Milan - Tel. 02 77001

Administrative headquarters: Piazza Nogara, 2 - 37121 Verona - Tel. 045 8675111

www.gruppo.bancobpm.it

Share Capital as at 04.15.2021: 7,100,000,000.00 Euro (fully paid up). - ABI code 05034, Fiscal (taxation) Code and Registration at the Company Registration Office of Milan Monza Brianza Lodi: 09722490969, Representative of the Gruppo IVA Banco BPM, VAT reg. 10537050964, a Member of the Interbank Fund for the Protection of Deposits and the National Guarantee Fund, Listed in the Register of Banks of the Banca d'Italia and the Register of Bank Groups.

Part II - Renewal Request

[BANCO BPM S.p.A.]

[·]

[Date]

Financing Agreement for an overall total of [·] Euro

on (date) [·] (the 'Financing Agreement')

Reference is made to the Financing Agreement indicated above. The terms used in this Utilization Request have the meaning attributed to them in the Financing Agreement.

On [·] we wish to renew the Utilization indicated below:

Renewal date: [·];

Amount: [·]Euro;

Period of Duration of a Utilization: [·] months.

We confirm that as of the date hereof the declarations and warranties contained in the Financing Agreement are true and complete and no Material Event has occurred or will occur as a result of the Utilization.

We hereby authorize your Institute to:

(a)

debit the current account with IBAN [·] held by [·] with the amount of [·] Euro on (date) / with currency in respect of interest on the Revolving Credit Line.

(b)

[if the amount subject to renewal is less than the expiring Utilization] debit the current account with IBAN [·] held by [·] with the amount [·] Euro on (date) / with currency in respect of reimbursement on the Revolving Credit Line

In the name and on behalf of

[Recipient]

ANNEX 4

Attestation of Conformity Model

[on a sheet bearing the letterhead of the Recipient]

Messrs.

Banco BPM S.p.A.

[·]

Date: [·]

Financing Agreement for a total of [·] Euro on (date) [·] (the 'Financing Agreement')

Reference is made to the Financing Agreement indicated above. Terms used in this certification which present an initial capital letter have the meaning attributed to them in the Financing Agreement.

This is a Certificate of Conformity.

It is confirmed that on [insert relative Calculation Date]:

(a)

relation between Consolidated Net Financial Debt and Consolidated EBITDA: the Consolidated Net Financial Debt for the Reference Period ending on [insert relative Calculation Date] was equal to [·] and the Consolidated EBITDA for the Reference Period ending on [insert relative Calculation Date] was equal to [·]; consequently, the relation between Consolidated Net Financial Debt and Consolidated EBITDA for the Reference Period ending on [insert relative Calculation Date] was equal to [·], where the relative ratio referred to in the Financing Agreement is equal to [·];

(b)

relation between Consolidated Net Financial Debt and Net Equity: the Consolidated Net Financial Debt for the Reference Period ending on [insert relative Calculation Date] was equal to [·] and the Net Equity for the Reference Period ending on [insert relative Calculation Date] was equal to [·]; consequently, the relation between Consolidated Net Financial Debt and Net Equity for the Reference Period which ends on [insert relative Calculation Date] was equal to [·], where the relative ratio referred to in the Financing Agreement is equal to [·];

The details of the calculations from which the results referred to in section 2 above are derived are enclosed.

We hereby confirm that on [insert relative Calculation Date] no Material Event is in progress.

BANCO BPM S.p.A.

Parent Company of the BANCO BPM Banking Group

Registered office: Piazzo F. Meda, 4 • 20121 Milan - Tel. 02 77001

Administrative headquarters: Piazza Nogara, 2 - 37121 Verona - Tel. 045 8675111

www.gruppo.bancobpm.it

Share Capital as at 04.15.2021: Euro 7,100,000,000.00 (fully paid up). - ABI code 05034, Fiscal (taxation) Code and Registration at the Company Registration Office of Milan Monza Brianza Lodi: 09722490969, Representative of the Gruppo IVA Banco BPM, VAT reg. 10537050964, a Member of the Interbank Fund for the Protection of Deposits and the National Guarantee Fund, Listed in the Register of Banks of the Banca d'Italia and the Register of Bank Groups.

ANNEX 5

Declaration of Exemption

The undersigned [Name of the legal representative], domiciled at [Official address of the Financing Bank], legal representative of [Company name of the Financing Bank] with registered office at [·], Via [·], share capital[·],

Whereas,

pursuant to Art. 26 (5-bis) of Presidential Decree 600 of September 29 1973 (‘Presidential Decree 600/1973') as amended (i) by Art. 22 of Legislative Decree 91 of June 24 2014, converted into law by Law 144 of August 11 2014, (ii) by Art. 10 (2) of Decree Law 133 of September 12 2014, converted into law by Law 164 of November 11 2014, and (iii) by Art. 6 (1) of Decree Law 3 of January 24 2015, the withholding tax referred to in Art. 26 (5) of Presidential Decree 600/1973 does not apply with reference to interest and other income deriving from medium-long term loans issued to companies resident for tax purposes in Italy by:

credit institutions established in the Member States of the European Union;

entities identified in Art. 2 (5), sub-sects 4) to 23), of Directive 2013/36/EU;

insurance companies established and authorized pursuant to regulations issued by Member States of the European Union;

foreign institutional investors, albeit without tax liability, referred to in Art. 6 (1), sub-sect. b), of Legislative Decree 239 of April 1 1996, subject to forms of supervision in foreign countries in which they are established.

NOW, THEREFORE, IT IS HEREBY DECLARED

that [Name of the Financing Bank] is the recipient and actual beneficiary of the interest which is due to the same pursuant to the Financing Agreement;

(check one of the following boxes if applicable)

that [Name of the Financing Bank] is a credit institution established in a member state of the European Union.

that [Name of the Financing Bank] is an entity identified in Art. 2 (5), sub-sects 4) to 23) of Directive 2013/36/EU.

that [Name of the Financing Bank] is an insurance company established and authorized pursuant to regulations issued by a Member State of the European Union.

that [Name of the Financing Bank] is a foreign institutional investor, albeit without income tax liability, referred to in Art. 6 (1) (b), of Legislative Decree 239 of April 1 1996, and subject to forms of supervision in the country in which it is established.

that all the requirements set out in Art. 26 (5-bis) of Presidential Decree 600/1973 are satisfied and, moreover, all of the information contained in this declaration is correct and complete and that [Name of the Financing Bank] undertakes to communicate any absence of one or more of the requirements described above, and also any variations in the data and information provided.

* * *

If you agree with the Proposal, please confirm your acceptance by forwarding a letter to us which will include the content of the Proposal, duly initialed on each page and signed for acceptance.

With our best regards,

Banco BPM S.p.A.

/s/ Cristina Ricci

Name:	CRISTINA RICCI

Title:	MANAGERIAL STAFF

BANCO BPM S.p.A.

Parent Company of the BANCO BPM Banking Group

Registered office: Piazzo F. Meda, 4 • 20121 Milan - Tel. 02 77001

Administrative headquarters: Piazza Nogara, 2 - 37121 Verona - Tel. 045 8675111

www.gruppo.bancobpm.it

Share Capital as at 04.15.2021: 7,100,000,000.00 Euro (fully paid up). - ABI code 05034, Fiscal (taxation) Code and Registration at the Company Registration Office of Milan Monza Brianza Lodi: 09722490969, Representative of the Gruppo IVA Banco BPM, VAT reg. 10537050964, a Member of the Interbank Fund for the Protection of Deposits and the National Guarantee Fund, Listed in the Register of Banks of the Banca d'Italia and the Register of Bank Groups.

[blank page]

Exhibit (b)(6)

NDG: 000015474772

DATE: 09/15/2023

Banco BPM S.p.A. - Share capital of Euro 7.100.000.000 fully paid - ABI 05034 - Tax Code and Enrollment No. in the Business Register of Milan Monza Brianza Lodi: 09722490969 - Representative of the VAT Group Banco BPM - VAT Number 10537050964 - Registered office: P.zza F. Meda, 4 - 22 121 - MILAN - Tel. 02/77001 - Head Office: P.zza Nogara,2 - 37121 - VERONA - Tel. 045/8675111 - Web: www.bancobpm.it - Member of the Interbank Deposit Protection Fund and the National Guarantee Fund - Head of the Banking Group Banco BPM - Member of the Bank of Italy's Register of Banks No. 8065 and of the Banking Group Register No. 237 - Stamp duty paid in a virtual way, where due, Aut. Ag. Delle Entrate-Ufficio di Milano 5 - No 3358/2017 of 01/10/2017

BOLOGNA, 09/15/2023

BANCO BPM SPA	From	ALFASIGMA S.P.A. VIA
BOLOGNA AG. 14 (00586)		DEGLI' 99 5 40133 -
VIA TRATTATI COMUNITARI EUROPE 40127		BOLOGNA (BO)
- BOLOGNA (BO)

UNSECURED
BUSINESS FINANCING WITH SUSTAINABILITY GOAL'
FINANCING No. 07220431

FINANCING SUMMARY DOCUMENT NO 07220431

This "Summary Document" by express agreement between the parties is considered to be an integral and substantial part of the contractual module to which it is attached as title page.

ECONOMIC CONDITIONS

Financing of Euro: 100.000.000,00 (Euro one hundred million zero zero).

The interest rate payable by you is currently fixed at the rate of 4.9053% per year (four point ninety five three) nominal convertible on the basis of the repayment period of the installment:

variable and automatically determined at 0.880 (zero point eight hundred eighty) points higher than the Euribor - Euro Interbank Offered Rate - 3 (three) months base360 - average percentage previous month (simple arithmetic average of the quotes per currency recorded daily at 11.00 Central European Time by the Euribor Management Committee - EMMI - disseminated on the main telematic circuits, e.g. http://it.euribor-rates.eu and published in the specialist press). The average for the previous calendar month shall . Currently, the value of the indexing parameter is 3.7730% and so the interest rate is 4.6530% (four point six-five-thirty percent) as of today.

The above indexing parameter will be referred to below, even more briefly, as ‘Euribor’. Should the formula and/or methodology (mathematical or otherwise) used by EMMI (current Euribor administrator) for the collection of the indexation parameter be changed in accordance with Regulation (EU) 2016/1011, the Bank will use Euribor according to the current time-by-time formula and/or methodology. In case of temporary unavailability of the Euribor, the last known value of the indexation parameter shall be used.

Euribor will cease to apply if EMMI, or the competent authority at that time, makes a public declaration of final unavailability and/or unrepresentativeness, in the cases provided for in Regulation (EU) 2016/1011 as amended, from the date indicated therein. In such cases, or, in general, in the event of the final unavailability of the Euribor, the indexation parameter ‘ESTR Compounded Average Rate’ at 3 months, published by the ECB on its institutional website (https://www.ecb.europa.eu i.e. the different guideline to be specified in time by the ECB) on the penultimate business day preceding the commencement date of the contractually scheduled interest payment plus the credit spread adjustment for the discontinued index calculated using the ISDA methodology definitively and published on Bloomberg, hereinafter ‘ESTR’. The ESTR will be applied from the contractually agreed interest installment period following the date indicated in the declaration. In the event of an increase or decrease in the current time-to-time indexation parameter, the interest rate will be adjusted to the extent that changes occur, and the amount of interest payments will vary accordingly. If the ESTR is not available, the Bank shall comply with the instructions of the competent authorities.

Customer Acceptance

BANCO BPM S.p.A.

Parent Company of the BANCO BPM Banking Group Registered office: Piazzo F. Meda, 4 • 20121 Milan - Tel. 02 77001

Administrative headquarters: Piazza Nogara, 2 - 37121 Verona –

Tel. 045 8675111 www.gruppo.bancobpm.it

Share Capital as at 04.20.2023: 7,100,000,000.00 Euro (fully paid up). - ABI code 05034, Fiscal (taxation) Code and Registration at the Company Registration Office of Milan Monza Brianza Lodi: 09722490969, Representative of the Gruppo IVA Banco BPM, VAT reg. 10537050964, a Member of the Interbank Fund for the Protection of Deposits and the National Guarantee Fund, Listed in the Register of Banks of the Banca d’Italia and the Register of Bank Groups.

NDG: 000015474772

DATE: 09/15/2023

It is understood between the parties that the above-mentioned interest rate, given by the sum of the EURIBOR (i.e., in the event of its missing and/or impossible future recording, the ESTR) and the spread set under the economic conditions, may in no case be less than zero. Therefore, it is expressly agreed that if the interest rate, as determined above, is zero or lower, the Bank will apply a zero interest rate to this loan until the interest rate returns to a value above zero.

The Contracting Parties agree that, if all sustainability indicators (as identified and defined in the contract) have reached the contractually determined target value, the spread applied to the funding - as set out above - will be reduced by 0.030000% (zero point thirty thousand percent) from the first day of the interest period immediately following the delivery date of the relevant sustainability statement, it being understood that the spread reduction will be applied until the end of the interest period in which the next sustainability statement is delivered under the contract.

The interest rate applicable to the loan during the pre-amortization period shall be determined in accordance with the rules on depreciation interest, calculated at the rate set out in point 1 above.

Interest (both depreciation and pre-amortization) shall be calculated using the nominal rate described in relation to the actual number of days elapsed with a divisor of 360 days.

The interest on arrears:

determined by the amount of 2.000 (two point zero zero zero) percentage points above the interest rate as determined above, in effect at the date of default.

The additional economic conditions to be borne by the Beneficiary are:

- investigation fees (i.e., up-front fees): up to 0.200% of the amount of one-off financing amount paid (maximum Euro 200,000.00) to be paid at each disbursement of the financing in proportion to the amounts disbursed each time

- expenditures for file management: Euro 0.00

- expenditures collection installment: Euro 2.75

- costs of sending periodic reports to customers in paper form: EUR 0.95

- costs of sending periodic reports to customers in electronic form: Euro 0.00

- costs of acceptance, replacement of guarantees, deferrals, extensions, as well as for supplemental documents of any kind 0.000 % of the outstanding debt plus any notarial charges, registration fees, etc.

- charge for modification of contractual arrangements: a sum equal to 0.00% of the outstanding debt

- charges for suspension of payment of installments: Euro 0.00

- payment of installment notification (anticipated only if the installments is not made by debiting the bank’s current account): Euro 1.25

Customer Acceptance

BANCO BPM S.p.A.

Parent Company of the BANCO BPM Banking Group Registered office: Piazzo F. Meda, 4 • 20121 Milan - Tel. 02 77001

Administrative headquarters: Piazza Nogara, 2 - 37121 Verona –

Tel. 045 8675111 www.gruppo.bancobpm.it

NDG: 000015474772

DATE: 09/15/2023

- penalty for non-disbursement: 0.200 % of the amount not disbursed

- expenditures on requests for certification, legal documents, accounting documents, interest, etc.: Euro 1,25

- compensation for early repayment: an amount equal to 0.,000 % of the principal repaid early

- Expenditures for changes in economic conditions made by bilateral agreement between the parties (not in accordance with contractual arrangements): Euro 50.00

- expenditures on postal stamps, taxes other than the substitute tax, in accordance with the law

The Taeg is currently 4.9053% (four point nine thousand fifty three percent).

The parties acknowledge to each other that, at the time of signature of this agreement, the agreed economic conditions may not be higher than the cut-off rate for the specific category of credit operations as laid down in Law No 108 of March 7, 1996 covering provisions on usury for the current quarter. If the interest rate, even if increased by the application of the penalty payment, violates the provisions of Law No 108/96 of March 7, 1996, the interest rate applied to the loan will be equal to the maximum rate permitted by law from time to time.

The AMORTIZATION PLAN (Annex 1) is attached to the contract in accordance with the following Article.

8 ("Repayment of Funding")

BANCO BPM S.p.A.

Parent Company of the BANCO BPM Banking Group

Registered office: Piazzo F. Meda, 4 • 20121 Milan - Tel. 02 77001

Administrative headquarters: Piazza Nogara, 2 - 37121 Verona –

Tel. 045 8675111 www.gruppo.bancobpm.it

NDG: 000015474772

DATE: 09/15/2023

NDG 15474772 DATE 15/09/2023

BPM BANK

Banco BPM S.p.A. Group Head of Banking Group BANCO BPM - Registered Office: Piazza F. Meda, 4 - 20121 Milano Tel. 02/77001 Administrative Office: Piazza Nogara, 2 - 37121 Verona - Tel. 045/8675111 www.bancobpm.it Share Capital at 20.04.2023 Euro 7.100.000.000 - ABI 05034 - Tax Code and Registration in the Milan Business Register Monza Brianza Lodi No 09722490969 - Representative of the VAT Group Banco BPM VAT Registration Number 10537050964 - Member of the Interbank Deposit Protection Fund and the National Guarantee Fund - Enrolled in the Bank of Italy's Bank Register and in the Banking Group Register - Virtual stamp duty, due, Aut. Ag. delle Entrate Ufficio di Milano 5 - n. 3358 of 10/01/2017.

AMORTIZATION PLAN

DATE 09/15/2023	Branch 586	BOLOGNA AG. 14	FROM 09/15/2023
NDG 15474772	Header ALFASIGMA S.P.A.		No. Report 07220431
Type Funding funding unsecured companies with sustainability goal
Amount requested:	100,000,000. 00
Type financial plan Italian Plan

PRE-DEPRECIATION:	from: 09/16/2023	rate number: 5	periodicity:	Quarterly	duration in months:	13
DEPRECIATION:	from: 10/01/2024	rate number: 8	periodicity:	Quarterly	duration in months:	24

RATES APPLIED

from: 09/15/2023

4. 6530 %

Variable Rate Type

Indexing Parameter: EF4

[description in annex]

Spread: 0.8800 %

RATES APPLIED

from: 10/01/2024

4. 6530 %

Variable Rate Type

Indexing Parameter: EF4

[description in annex]

Spread: .8800%

APRC 4. 9053

Practical status: stipulation

No. (P)ream. Installment (A)mort.	Deadline		Remaining debt		Capital Share		Interest rate		Installment Expense		Receipt Warning		Other expenditure/ Contributions		Installment Amount
1P		09/29/2023		100,000,000.00		0.00		180,950.00		0.00		2.75		0.00		180,952.75
2P		12/29/2023		100,000,000.00		0.00		1 176 175.00		0.00		2.75		0.00		1 176 177.75
3P		03/28/2024		100,000,000.00		0.00		1 163 250.00		0.00		2.75		0.00		1 163 252.75
4P		06/28/2024		100,000,000.00		0.00		1 189 100.00		0.00		2.75		0.00		1,189,102.75
5P		09/30/2024		100,000,000.00		0.00		1 214 950.00		0.00		2.75		0.00		1 214 952.75
1A		12/31/2024		100,000,000.00		12 500 000.00		1 189 100.00		0.00		2.75		0.00		13 689 102.75
2A		03/31/2025		87 500 000.00		12 500 000.00		1 017 843.75		0.00		2.75		0.00		13 517 846.50
3A		06/30/2025		75 000 000.00		12 500 000.00		882 131.25		0.00		2.75		0.00		13 382 134.00
4A		09/30/2025		62 500 000.00		12 500 000.00		743 187.50		0.00		2.75		0.00		13 243 190.25
5A		12/31/2025		50 000 000.00		12 500 000.00		594 550.00		0.00		2.75		0.00		13 094 552.75
6A		03/31/2026		37 500 000.00		12 500 000.00		436 218.75		0.00		2.75		0.00		12 936 221.50
7A		06/30/2026		25 000 000.00		12 500 000.00		294,043.75		0.00		2.75		0.00		12 794 046.50
8A		09/30/2026		12 500 000.00		12 500 000.00		148 637.50		0.00		2.75		0.00		12 648 640.25
TOTALS:						100,000,000.00		10 230 137.50		0.00		35.75		0.00		110 230 173.25

/s/ FRANCESCO BALESTRIERI

[signature]

Signature for Acceptance and Approval of the Financed/Borrower Party


Loans - AMORTIZATION PLAN	COPY FOR THE BANK
	Page 1 of 2

NDG: 000015474772

DATE: 09/15/2023

NDG 15474772 DATE 15/09/2023
DEPRECIATION PLAN continues ANNEX

INDEXING PARAMETERS

ef4 code

MONTHLY REGISTRATION OF THE AVERAGE OF THE EURIBOR 3 MONTH BASE 360 VALUES OF THE MONTH PRIOR TO DEC. INSTALLMENT

Signature for Acceptance and Approval of the Financed/Borrower Party


Loans - AMORTIZATION PLAN	COPY FOR THE BANK
	Page 2 of 2

NDG: 000015474772

DATE: 09/15/2023

Between

- BANCO BPM S.P.A. with registered office in MILAN, Piazza F. Meda 4, ABI 05034 Fiscal Code and Registration No.in the Business Register of Milan Monza Brianza Lodi 09722490969 - Representative of the VAT Group Banco BPM - VAT Number 10537050964, Share capital of Euro 7,100,000,000 fully paid, Participant in the Interbank Deposit Protection Fund and the National Guarantee Fund, Head of the Banking Group Banco BPM, Enrolled at No 8065 of the Bank of Italy's Register of Banks and the Register of Banking Groups at No 237 (hereinafter the "Bank" or "Financing Bank"), represented by Ms. Cristina Ricci born in Faenza (RA) on 01/26/1970, tax code RCCCST70A66D458T, authorized to stipulate this document by virtue of the powers conferred on her by the special power of attorney issued by the President of the Board of Directors of the Bank on September 8, 2020 by deed of the Notary Art Paladini of Verona, Repertoire No 25222 Collection No 12722, registered at the Revenue Agency of Verona on 09/15/2020 to No 26598 series - 1T;

on the one hand

- ALFASIGMA S.P.A. with headquarters in VIA DEGLI' 99 5 40133 - BOLOGNA (BO), tax number and registration number 0000003432221202 at the Bologna Business Register (BO ), VAT number 03432221202 (hereinafter the "Beneficiary" or "Borrowing Party") Share capital € 10,000,000.00 Fully Paid, represented by Mr. Francesco Balestrieri in his capacity as CEO authorized to stipulate this document by virtue of the Minutes of the Board of Directors of October 28, 2021;

- on the other hand -

The Financing Bank and the Beneficiary, hereinafter jointly referred to as the ‘Parties’ and, each individually, a ‘Party’.

Whereas:

(A)	On 07/12/2023, the Beneficiary requested from the Financing Bank the granting of a loan amounting to EUR 100,000,000.00 (Euro 100 million point zero zero) (hereinafter the ‘Financing’) to support the financial needs of the Company.

(B)	the Financing Bank has agreed to provide the Financing on the basis of:

(1)

the veracity, completeness and appropriateness of the data and information provided by the Beneficiary concerning its legal, administrative, economic, property, financial and operational situation.

(2)

on the statements made and on the assumption and full compliance with the commitments provided for in this contract, as follows.

(C)	the Beneficiary declares that it is not qualified as a ‘consumer’, with the result that the existing legal provisions on ‘Consumer credit’ set out in Article 121 of the UPC are not applicable.

(D)	with this agreement the Parties intend to fully regulate their respective relationships and obligations in relation to Financing.

in view of the above, the following shall be agreed and concluded:

PREMISES, DEFINITIONS, REFERENCES AND ANNEXES

1.1

Premises and annexes

The premises and annexes, as well as the Summary Document, form an integral and substantial part of this Agreement.

1.2

Definitions

In addition to the terms and expressions defined elsewhere in this Financing Agreement, including the preamble, the following terms with initial capital letters shall have the meaning for each of them specified hereafter; terms expressed in singular form only shall be understood to include the plural and vice versa:

Customer Acceptance

BANCO BPM S.p.A

Head of Banking Group BANCO BPM

Registered office: Piazza F Meda, 4 · 20121 Milan - Tel, 02 77001

Administrative Headquarters: Nagara Square, 2 - 37121 Verona - Tel. 045 8675111

www.gruppo.bancobpm.it

NDG: 000015474772

DATE: 09/15/2023

‘Bullet Depreciation’ means the depreciation that anticipates the repayment of the principal, paid in one installment on maturity of the Financing, together with the payment of relative interest. In the period preceding the expiration of the Financing, the Beneficiary will have to pay, if anticipated in the Contract, interest-only installments.

‘Progressive Depreciation’ or ‘French Depreciation’ means depreciation that anticipates installments composed of increasing installments of principal to be repaid (calculated on the basis of the business calendar (360/360) and interest installments calculated on the remaining debt, with reference to the number of actual days elapsed for each Interest Period and fixed divisor 360. Without prejudice to the calculation of the principal amount as indicated above, the total amount of the individual installments shall be modified due to the different number of calendar days included in each Interest Period.

‘Uniform depreciation’ or ‘Italian depreciation’ means depreciation involving installments made up of constant capital quotas (i.e., the same for all installments, determined by dividing the borrowed capital by the number of repayment installments) and interest quotas calculated on the remaining debt, which decrease over time.

‘Statement of Sustainability’ means the statement setting out the value of the Sustainability Indicators for the purposes of the Spread variation, where applicable, signed by the legal representative of the Beneficiary, in the form provided in Annex 3 (Statement of Sustainability).

"Receipt" means the declaration of actual disbursement and receipt and acknowledgement of debt that the Beneficiary will have to issue to the Financing Bank at the time of each Use pursuant to Article 6 (Use of Financing)(D), in the form provided in Annex 7 (Deed of Receipt).

‘Financing Bank’ means BANCO BPM S.P.A., better identified in appearance.

‘Qualified Bank’ means an entity that is:

(a)

a credit institution, insurance undertaking, institutional investor or other financial institution authorized to exercise banking or financial activity in Italy pursuant to Legislative Decree No 385 of September 1, 1993 or Legislative Decree No 58 of February 24, 1998, resident for tax purposes in Italy pursuant to Article 73 of Presidential Decree No 917 of December 22, 1986 and not acting for the purposes of this Agreement through a permanent establishment located abroad; or

(b)

a credit institution or other financial institution authorized to exercise banking or financial activity in Italy, not resident for tax purposes in Italy, acting through a permanent establishment in Italy for which any payment received under the Financial Documents qualifies as corporate income within the meaning of Articles 81, 151 and the first paragraph of Article 152 of Presidential Decree No 917 of December 22, 1986; or

(c)

a credit institution or other financial institution authorized to exercise banking or financial activity in Italy, which is not resident for tax purposes in Italy and which does not act for the purposes of this Agreement through a permanent establishment in Italy and which has concluded a double taxation treaty with Italy under which it is entitled to receive interest payments from an entity resident in Italy without withholding tax and which is entitled to benefit from that treaty; or

(d)

a subject who, pursuant to Article 26(5a) of Presidential Decree No 600 of September 29, 1973, as amended and supplemented from time to time, is entitled to receive interest payments or equivalent proceeds made by the Beneficiary under this Agreement without the application of any Withholding Tax; or

(e)

any subject relative to whom an interest payment may be made without any withholding tax imposed by Italian law.

"Beneficiary": indicates ALFASIGMA S.P.A., as best identified during appearance.

Customer Acceptance

BANCO BPM S.p.A.

Parent Company of the BANCO BPM Banking Group

Registered office: Piazzo F. Meda, 4 · 20121 Milan - Tel. 02 77001

Administrative headquarters: Piazza Nogara, 2 - 37121 Verona –

Tel. 045 8675111 www.gruppo.bancobpm.it

NDG: 000015474772

DATE: 09/15/2023

‘Change of Control’; means, for the entire duration of the Financing, the circumstance in which the Partners of Reference cease, at any time, to hold, directly or indirectly, individually or jointly (1), a stake in the share capital of the Beneficiary of at least 50.01% (fifty point zero one percent) or any higher percentage necessary to control the ordinary and extraordinary meeting of the Beneficiary and (2) the right to appoint the majority of the members of the Board of Directors of the Beneficiary, subject in any event to the right of veto in favor of the ‘Shareholders B’ (as defined under the by-laws of the Beneficiary) as laid down in the by-laws of the Beneficiary.

It is understood that the transfer of mortis causa holdings to relatives of the Partners of Reference within the second degree in a straight line or within the third degree in a collateral line and/or the transfers carried out between Partners of Reference and relative spouses and/or relatives within the second degree in a straight line or within the third degree in a collateral line will not constitute a change of control.

‘Certificate of Conformity’; means the certificate containing the financial parameters, together with the details of the calculations performed, signed by the legal representative of the Beneficiary, in the form provided in Annex 5 (Certificate of Conformity).

"Corporate Crisis Code": indicates Legislative Decree. January 12, 2019, No. 14, entitled ‘Code of Corporate Crisis and Insolvency’, issued in implementation of Law No 155 of October 19, 2017, as amended or supplemented.

"Current Account" means the current account No 000000022740 in the name of the Beneficiary and opened at Branch No. 00586 of the Financing Bank.

‘Contract’ or ‘Financing Contract’ means this financing contract, including all its annexes, as well as any subsequent contracts or agreements by which it may be supplemented, modified or novated.

‘Calculation date’ has the meaning given in Annex 4 (Financial Parameters).

"Expiration Date": Indicates the expiration date of the Financing as provided for in Article 4 (Duration) of the Contract.

"Date of Stipulation" means the date of signature of this Agreement.

"Utilization Date": Indicates the date a Drawdown is made from the Financing.

‘Financial Documents’ means:

(A)

this Agreement.

(B)

each Sustainability Statement.

(C)

each Certificate of Conformity.

(D)

each Request for Use.

(B)

each Deed of Receipt.

(C)

any agreement amending the Financial Documents.

(D)

any attachment to the Financial Documents and any deed or document designated in writing as a "Financial Document" by the Parties.

"Summary Document" means the document containing the economic conditions applied to the Financing which, by express agreement between the Parties, is considered to be an integral and substantial part of this Agreement, constituting the title page of this Agreement.

‘Material Adverse Effect’ means the consequences of any occurrence which significantly affects (i) the equity, financial and/or operational situation of the Beneficiary; or (ii) the ability of the Beneficiary to properly discharge its payment obligations under the Contract, taking into account the applicable deadlines; or (iii) the effectiveness of the Financial Documents.

‘Material Event’ means any event, fact or circumstance which is qualified as such under Article 16 (Material Events).

Customer Acceptance

BANCO BPM S.p.A.

Parent Company of the BANCO BPM Banking Group

Registered office: Piazzo F. Meda, 4 · 20121 Milan - Tel. 02 77001

Administrative headquarters: Piazza Nogara, 2 - 37121 Verona –

Tel. 045 8675111 www.gruppo.bancobpm.it

NDG: 000015474772

DATE: 09/15/2023

"Financing" means the cash financing of Euro 100,000,000.00 (Euro one hundred million point zero zero), granted under this Agreement.

'Working Day': means a day calculated from the calendar of the international TARGET2 payment system on which banks are allowed to be open to the public for the purpose of carrying on their normal business.

[Note: Definitions deleted as not referred to in the body of the text]"Group": means jointly the Beneficiary and the companies controlled, directly or indirectly, by the Beneficiary pursuant to Article 2359(1) and (2) of the Civil Code.

‘Sustainability indicators’ (ESG - Environmental, Social, Governance): means the environmental and/or social and/or governance sustainability measurement factors adopted by the Beneficiary in view of the possible change in the Spread, as specified in the table in Annex 2 (Sustainability indicators).

"Bankruptcy Act": refers to Royal Decree No. 267 of March 16, 1942 (Rules on bankruptcy, judicial settlement and administrative compulsory liquidation).

‘Own Funds’ means the amount of:

(a)

the share capital as decided from time to time, subscribed and paid up in cash and the available reserves.

(b)

the shareholder loans, provided that they are fully subject and subordinated, in respect of principal, interest and any other amounts due under any heading, to the Financing; and

(c)

non-repayable payments, to capital account and future capital increases account provided that, in each case, they are not repayable to the shareholders.

‘FATCA legislation’ means:

(a)

Sections 1471 to 1474 of the Code or any related official regulations or rules.

(b)

any treaty, law, regulation, or official legislation implemented in any other jurisdiction, or relating to an intergovernmental agreement between the United States of America and any other jurisdiction, that (in either case) facilitates the implementation of the laws specified in paragraph (a) above; and

(c)

any agreement entered into with the United States Internal Revenue Service, the Government of the United States of America, or any governmental or fiscal authority in any other jurisdiction as a result of the implementation of the regulations in (a) or (b) above.

‘Financial Parameters’ has the meaning specified in Annex 4 (Financial Parameters).

"Party" means each of the parties to this Agreement, as identified in the appearance.

‘Availability Period’ means the period of time within which the Financing may be used, from the Date of Establishment to September 30, 2024.

‘Interest Period’ means each accrual period and the period for calculating interest on the Financing, as provided for in Article 7.2 (Interest Period).

‘Period of Reference’ has the meaning given in Annex 4 (Financial Parameters).

‘Depreciation plan’ means the table provided in Annex 1 (Depreciation plan), which represents the draft reimbursement of the Financing according to the Italian Depreciation method, including the pre-amortization period until September 30, 2024. In floating rate loans, the table is only indicative with regard to the interest rate portion of the installment.

‘Accounting Principles’ means the accounting principles adopted in the drafting of the financial statements, as specified in Annex 4 (Financial Parameters).

Customer Acceptance

BANCO BPM S.p.A.

Parent Company of the BANCO BPM Banking Group

Registered office: Piazzo F. Meda, 4 · 20121 Milan - Tel. 02 77001

Administrative headquarters: Piazza Nogara, 2 - 37121 Verona –

Tel. 045 8675111 www.gruppo.bancobpm.it

NDG: 000015474772

DATE: 09/15/2023

"Request for Use" means the irrevocable written notice that the Beneficiary must give to the Financing Bank to obtain a Use, in accordance with the model in Annex 6 (Request for Use).

" FATCA Withholding" means a withholding, deduction or deduction under FATCA in respect of a payment due under the Financial Documents.

‘Withholding Tax’ means any definitive withholding, deduction, allowance or withholding tax or as an advance relative to a tax or other payment to a governmental or other public authority, imposed by the law of any jurisdiction, other than a FATCA Withholding Tax.

‘Shareholders of Reference’ means jointly:

(a)

Mr. Stefano Golinelli, born in Bologna on 05/16/1945, residing in Bologna - Via della Zecca, 1, tax code GLNSFN45E16A944H.

(b)

Mr. Andrea Golinelli, born in Bologna on 08/31/1949, residing in Bologna - Via Galliera, 8, tax code GLNNDR.49M31A944A.

‘Spread’ means the annual increase applied to the Rate of Reference for the purpose of determining the Interest Rate, which may vary pursuant to Article 7.1(c), as indicated in the Summary Document and Article 7.1 (Interest Rate).

"TARGET2": means the Trans - European Automated Real - Time Gross Express Transfer platform and is Europe's leading platform for making euro payments in real time.

‘Interest rate’ means the annual variable nominal interest rate applied to the Financing, equal to the Rate of Reference, recorded as specified in the Summary Document, plus the Spread.

‘Rate of References’ means the indexation parameter identified and recorded as indicated in the Summary Document.

“TUB": means Legislative Decree No 385 of September 1, 1993, as subsequently supplemented and amended (Consolidated text of the banking and credit laws).

"Drawdown" means any disbursement from the Financing that the Beneficiary may request under the terms and conditions provided for in the Contract.

FINANCING

Under the terms and conditions set forth in this Agreement, the Financing Bank grants and makes available to the Beneficiary, who accepts, the medium-term financing of the amount of Euro 100,000,000.00 (Euro one hundred million point zero zero), which can be used as cash in accordance with the provisions of Article 6 (Use of the Financing), exclusively for the purpose and duration respectively specified in Article 3 (Purpose of the Financing) and Article 4 (Duration of the Financing).

PURPOSE OF FINANCING

The Beneficiary must use the Financing exclusively to support the financial needs of the business.

DURATION OF FINANCING

Financing will end on 09/30/2026 as per the Depreciation Plan in Annex 1 (Depreciation Plan).

4.BIS

FIRM COMMITMENT

The Financing Bank agrees not to terminate the Agreement before the Expiration Date unless a Material Event as referred to in Article 16 (Material Events) occurs.

Customer Acceptance

BANCO BPM S.p.A.

Parent Company of the BANCO BPM Banking Group

Registered office: Piazzo F. Meda, 4 · 20121 Milan - Tel. 02 77001

Administrative headquarters: Piazza Nogara, 2 - 37121 Verona –

Tel. 045 8675111 www.gruppo.bancobpm.it

NDG: 000015474772

DATE: 09/15/2023

CONDITIONS OF THE FINANCING AGREEMENT

5.1

Suspensive conditions for payment

The Parties acknowledge to each other that, prior to or at the same time as the Date of Stipulation, all of the following suspensive conditions of the Financing have been met:

(A)

delivery to the Financing Bank of a copy of the Beneficiary’s articles of association and current statute;

(B)

delivery to the Financing Bank of the Beneficiary’s last and consolidated annual financial statement, if drawn up, duly approved.

(C)

delivery to the Financing Bank of a copy of the corporate decisions of the competent organs of the Beneficiary relating to the conferral of powers to one or more specifically identified natural persons for the signature of the Contract and other Financial Documents and for the performance of any related useful or necessary transaction.

(D)

delivery to the Financing Bank of the Certificate of Validity of the Beneficiary, attesting the absence of liquidation or insolvency proceedings against it, issued by the competent Register of Companies on a date not earlier than 5 (five) 'Working Days from the Date of Establishment.

5.2

Additional conditions

Without prejudice to, and in addition to, the above, the commitment of the Financing Bank to provide a Drawdown is subject to the condition that, at the date of each Request for Drawdown (additional to the first Drawdown) and its Date of Drawdown:

(A)

the statements and warranties referred to in Article 11 (Statements and warranties) of this Agreement are true and fair in all substantive terms.

(B)

no Material Event has occurred or could occur as a result of the Drawdown.

USE OF THE FINANCING

(A)

The Financing may be used by the Beneficiary in several Drawdowns within the Availability Period, exclusively for the purpose indicated in Article 3 above (Purpose of the Financing). For the sake of clarity, it is specified that in any event the Financing is not to be understood as a revolving credit line and, therefore, it is not permitted to restore the availability of the credit line as a result of the timely repayments made by the Beneficiary.

(B)

Disbursement of each Drawdown of the Financing will be subject, in addition to the provisions of the previous Article 5 (Terms of the Financing Agreement), to the receipt by the Financing Bank of the related Request for Drawdown in the form of Annex 6 (Request for Drawdown) with a notice of at least 3 (three) Working Days prior to the Desired Drawdown Date, which must be a Working Day included in the Availability Period. With exclusive and limited reference to the disbursement of the first Drawdown, at the same time as the Date of Stipulation, the notice period referred to above is understood to be waived.

(C)

The Financing Bank will not pay the amount indicated in a Request for Drawdown that is in excess of the amount of the Financing still available, i.e., the difference between the total amount of the Financing and the sum of the Drawdowns outstanding. Each Drawdown will be paid by the Financing Bank into the Beneficiary's Current Account.

(D)

The Beneficiary declares to receive, at the same time as signing this Agreement, the sum of Euro 1,000,.000.00 (Euro one million/00) as first Drawdown, of which it issues extensive and releasing receipt to the Financing Bank, acknowledging that it is liable to the Bank for the aforementioned amount of Euro 1.000.000,00 (Euro one million/00) and obligated to reimburse it as specified in Article 8 below (Reimbursement of Financing). At the same time as the disbursement of each subsequent Drawdown, the Beneficiary shall issue a wide and releasing receipt to the Financing Bank through the signature of a document basically in the form provided in Annex 7 ( Document of Receipt) to this Agreement.

Customer Acceptance

BANCO BPM S.p.A.

Parent Company of the BANCO BPM Banking Group

Registered office: Piazzo F. Meda, 4 · 20121 Milan - Tel. 02 77001

Administrative headquarters: Piazza Nogara, 2 - 37121 Verona –

Tel. 045 8675111 www.gruppo.bancobpm.it

NDG: 000015474772

DATE: 09/15/2023

(E)

Once the Availability Period has expired, the Beneficiary will not be able to request any further Drawdown. The portion of the Financing not used by that date shall be deemed to have been waived by the Beneficiary and automatically canceled and there shall be no obligation on the part of the Financing Bank to disburse under the Contract. In this case, the Beneficiary will have to pay the Lending Bank the penalty for non-disbursement calculated on the part not disbursed to the extent stipulated in the Summary Document.

(F)

The Beneficiary undertakes to acknowledge to the Financing Bank any amount due to it by way of fees, if agreed between the Beneficiary and the Financing Bank, and to that end irrevocably authorizes the Financing Bank to debit that amount to the aforementioned Current Account on the date it is due.

INTEREST ON THE FINANCING

7.1

Interest rate

(A)

From the Date of Drawdown, the Beneficiary undertakes to pay the Financing Bank the interest accrued on the sums disbursed under the Financing, at a rate equal to the Interest Rate calculated by the Financing Bank according to the modalities indicated in the Summary Document. The Bank shall notify the Beneficiary of the Interest Rate as determined in accordance with the Summary Document from time to time within 10 (ten) Working Days from the beginning of each Interest Period.

(B)

The interest on the Financing will not be capitalized.

(C)

It is understood between the Parties that the Spread initially applied to the Financing will be subject to change depending on the achievement of the target value of the contractually foreseen Sustainability Indicators.

In particular, if the Sustainability Certification certifies that the target value of all contractually required Sustainability Indicators has been reached, the initial Spread will be reduced by 0.030000% (zero point zero thirty thousand per cent).

In such a case, the decrease in the Spread will become effective and will be applied from the first day of the Interest Period immediately following the delivery date of the Statement of Sustainability and will remain in effect until the end of the Interest Period in which the delivery date of the next Statement of Sustainability under Article 12 falls (Information Requirements). If the Statement of Sustainability has not been delivered to the Lending Bank in accordance with the contractual requirements, the initial Spread will not change regardless of the actual results achieved.

If a Sustainability Indicator is no longer available or can no longer be calculated or is no longer appropriate in the course of the Financing, the Parties shall, at the request of the Beneficiary, meet in order to agree on a Substitute Sustainability Indicator, where possible of substantially similar nature.

The Parties agree that failure to achieve the target value of the Sustainability Indicators will not constitute a Material Event within the meaning of Article 16 (Material Events) nor will it result in any cost or charge of any kind to be borne by the Beneficiary.

7.2

Interest Period

(A)

For the purposes of maturity and interest calculation, the Financing shall be divided into Interest Periods. Each Interest Period will have a duration and maturity according to the Amortization Plan shown in Annex 1 (Amortization Plan). The last Interest Period will expire in any event on the Due Date.

(B)

If the expiry date of an Interest Period, as defined above, does not fall on a Business Day, it will be postponed to the next Business Day, unless the next Business Day falls on the following month, in which case it will be moved to the Business Day immediately preceding the actual Due Date.

Customer Acceptance

BANCO BPM S.p.A.

Parent Company of the BANCO BPM Banking Group

Registered office: Piazzo F. Meda, 4 · 20121 Milan - Tel. 02 77001

Administrative headquarters: Piazza Nogara, 2 - 37121 Verona –

Tel. 045 8675111 www.gruppo.bancobpm.it

NDG: 000015474772

DATE: 09/15/2023

7.3

Payment of Interest

(A)

The payment of interest accrued in each Interest Period shall be made by the Beneficiary in arrears, at the expiry of the relevant Interest Period, as determined in accordance with Article 7.2 above (Interest Period). Until 30 September 2024, the end of the pre-amortization period, the Beneficiary will have to pay installments composed only of the interest installment.(B) Payment of the interest amounts due by the Beneficiary shall be made, in accordance with this Article 7 (Interest on Financing), by the establishment of sufficient cash in the Current Account, from which the Financing Bank will make the relative debits on the date of expiry of the relevant Interest Period, or as indicated from time to time in the payment notices to be sent by the Financing Bank with a notice of at least 10 (ten) Business Days after the relevant Interest Period. In this regard, the Beneficiary expressly authorizes and gives an irrevocable mandate to the Financing Bank to debit from the Current Account the sums due by the Beneficiary within the time limit and according to the deadlines provided for in this Article 7 (Interest on Financing) and, in general, by the Contract and other Financial Documents.

7.4

Interest on arrears

(A)

Without prejudice to Article 7.5 (Legal limit on the applicable Interest Rate) below, in the event of a timely and complete failure by the Beneficiary to pay any amount due under the Contract and/or the other Financial Documents, interest on arrears will be due for the entire period of delay at a rate equal to the Interest Rate at the date of default plus 2.000 (two point zero zero zero) percentage points, as indicated in the Summary Document.

(B)

It is understood that interest on arrears:

(1) Will be calculated on the amounts due and not paid for the actual number of days which elapsed between the day on which payment should have been made (included) and the date of actual payment (excluded) with a divisor equal to the actual days of the calendar year.

(2) Will take effect automatically, without the need for any notice or notice, but only after the expiry of the period (including where the time period has lapsed), and without prejudice to the Bank’s right to exercise its rights under Article 17 (Shares of the Financing Bank at the occurrence of a Material Event) as well as to claim compensation for the additional damage.

7.5

Legal limit to the applicable interest rate

The Parties acknowledge to each other that, at the time of signature of this Agreement, the agreed economic conditions may not be higher than the threshold rate for the current quarter for the specific category of credit operations within the meaning of Law No. 108 of March 7, 1996 regarding usury and subsequent amendments and supplements.

If the Interest Rate, even if increased by the application of the penalty payment, constitutes a breach of the provisions of the aforementioned Law No 108 of March 7, 1996, the interest rate applied will be equal to the rate on a case-by-case basis corresponding to the maximum limit permitted by law.

REPAYMENT OF THE FUNDING

8.1

Repayment of the Funding

(A)

Without prejudice to Article 9 (Early Repayment of Financing), the Beneficiary undertakes to repay the amount disbursed from the Financing by the Maturity Date by paying 8 (eight) deferred quarterly installments, including principal and interest, under the amortization plan, the first of which expires on December 31, 2024. For the sake of clarity, it is understood that until September 30, 2024, the date of expiry of the pre-amortization period, the Beneficiary will have to pay installments composed only of the interest installment, in accordance with the Amortization Plan.

(B)

In the event that a Financing Repayment Date does not fall on a Business Day, the payment will be considered as due on the next Business Day, unless the next Business Day falls in the following month, in which case the payment must be made on the Business Day preceding the actual Due Date.

(C)

Payment of the amounts due by way of reimbursement of the Financing by the Beneficiary shall be made, in accordance with this Article 8 (Reimbursement of the Financing), through the establishment of sufficient cash in the Current Account, on which the Financing Bank will make the related debits, or as indicated from time to time in the payment notices which will be sent by the Financing Bank with a notice of at least 10 (ten) Working Days prior to the date of the payment due. The Beneficiary expressly authorizes and gives an irrevocable mandate to the Financing Bank to debit from the Current Account the sums due from the Beneficiary within the time limits and according to the deadlines provided for in this Article 8 (Reimbursement of the Financing) and, in general, by the Contract and other Financial Documents.

Customer Acceptance

BANCO BPM S.p.A.

Parent Company of the BANCO BPM Banking Group

Registered office: Piazzo F. Meda, 4 · 20121 Milan - Tel. 02 77001

Administrative headquarters: Piazza Nogara, 2 - 37121 Verona –

Tel. 045 8675111 www.gruppo.bancobpm.it

NDG: 000015474772

DATE: 09/15/2023

8.2

Amortization Plan

(A)

Without prejudice to Article 8.1 (Reimbursement of Financing), it is understood that:

(i)

At the time of the first Drawdown, the Financing Bank delivers to the Beneficiary the Amortization Plan that determines, with binding effect between the Parties, also relative to subsequent Drawdowns, the quarterly frequency of the repayment installments, their maturity, the method of determination of the installments and the Expiration Date.

(ii)

when making each disbursement after the first one, the Financing Bank will adjust the Amortization Plan, increasing proportionally the amount of the installments due after that disbursement, in order to take into account the total amount actually disbursed up to that date.

(iii)

In the event of an increase or decrease in the Interest Rate or in the event of a partial early repayment of the Financing and/or partial cancelation of the Financing, the Financing Bank will reassess the Amortization Plan of the Financing, assuming as "principal" the residual principal, as "maturity" the residual maturity and as "Interest Rate" the rate recorded according to the modalities indicated in the Summary Document, promptly notifying the Beneficiary.

(B)

Accordingly, the Beneficiary acknowledges and recognizes that the updated Amortization Plan received at the time of disbursement of each Drawdown may not have a definitive value by providing the evidence only of:

(i)

what would be the principal amount of each installment if no further Drawdown were made; and

(ii)

what would be the total amount of each installment if the Interest Rate recorded at each Drawdown Date remained unchanged over the duration of the amortization, and is therefore not intended to determine precisely the final amount of each installment, since the interest rate may vary with respect to both the principal and the interest installment and, in any case, with respect to the total amount of each individual installment.

EARLY REPAYMENT OF THE FINANCING

9.1

Voluntary early repayment

The Beneficiary will have the right to repay in advance, in whole or in part, the amount disbursed by the Financing Bank, with written notice to be provided at least 5 (five) Working Days before the proposed repayment date. Amounts refunded pursuant to this Article 9.1 (Voluntary early repayment) shall be deemed to be no longer due and shall in no way be reused.

Any request for early repayment will be irrevocable and will oblige the Beneficiary to make the repayment on the date indicated.

Customer Acceptance

BANCO BPM S.p.A.

Parent Company of the BANCO BPM Banking Group

Registered office: Piazzo F. Meda, 4 · 20121 Milan - Tel. 02 77001

Administrative headquarters: Piazza Nogara, 2 - 37121 Verona –

Tel. 045 8675111 www.gruppo.bancobpm.it

NDG: 000015474772

DATE: 09/15/2023

9.2

Mandatory early repayment

(A) Illegality

If, at any time, the maintenance of this Financing by the Financing Bank or the fulfillment of its obligations under the Contract violates any law or regulation or any administrative or supervisory measure applicable to it that has been enacted since the Date of its conclusion, the Financing Bank shall, as soon as it has become aware of it, inform the Beneficiary thereof without delay, giving a precise indication of the provisions from which, such illegality derives.

Following the notification referred to in the preceding paragraph, the Financing Bank will no longer be obliged to make the Financing provided under this Agreement available and the Beneficiary will have to repay all the funds already used (together with interest and other amounts due under the Agreement) without any penalty, at the latest on the 25th Working Day following receipt of the notification referred to above, or at the latest within the period specified in the provisions from which the illegality arises. The Beneficiary must inform the Financing Bank in writing of the date of repayment. In any case, the Expiration Date cannot be exceeded.

It is understood that the Financing Bank shall, in good faith and at no additional cost to the Beneficiary, adopt all reasonably identifiable solutions to avoid the application of this clause.

(B) Change of Control

The Beneficiary undertakes to promptly notify the Financing Bank, as soon as it is aware of the occurrence of a change of control, and to repay the Financing in full in advance within 10 (ten) Working Days after the occurrence of the event. Mandatory early repayment shall not be subject to any penalty.

10.

PAYMENTS

10.1

Allocation of payments

If the Financing Bank receives from the Beneficiary a payment of less than the amounts due under the Agreement, or an optional partial early repayment payment, the payment, regardless of any other allocation indicated by the Beneficiary, will be charged as follows:

first, amounts due to the Financing Bank for reimbursement of expenses (including court fees), costs and fees identified in the Summary Document.

second, the amounts due to the Financing Bank for interest on arrears.

third, the amounts due to the Financing Bank for interest.

fourth, the amounts due to the Financing Bank as principal and, in the case of partial early repayments, pro-rata application to all the amortization installments still due; and

lastly, amounts due to the Financing Bank in another capacity.

10.2

Effectiveness of payments

Payments due by the Beneficiary relative to capital, interest, commission or other entitlement under the Contract and/or the other Financial Documents shall, in order to serve as release, be made in full, with currency and availability at the date of the expiration of the relevant time limit established in the Contract and in the manner provided therein, without any deduction or withholding.

Customer Acceptance

BANCO BPM S.p.A.

Parent Company of the BANCO BPM Banking Group

Registered office: Piazzo F. Meda, 4 · 20121 Milan - Tel. 02 77001

Administrative headquarters: Piazza Nogara, 2 - 37121 Verona –

Tel. 045 8675111 www.gruppo.bancobpm.it

NDG: 000015474772

DATE: 09/15/2023

10.3

Prohibition to make exceptions

The obligation of the Beneficiary to pay, on the dates established, the amounts due as repayment of principal, payment of interest, expenses or otherwise, and, more generally, the fulfillment of the obligations included in the Financial Documents, cannot be suspended or delayed even in the case of a challenge, even judicial raised by the Beneficiary and/or by third parties or that should in any case arise between the Parties to this Agreement. Any exception can only be made after payment.

10.4

Compensation

The Beneficiary, in relation to the amounts it owes to the Financing Bank under the Agreement, waives off-setting the compensation with credits of any kind it has against the Financing Bank.

10.5

Payments by third parties

The Financing Bank will have the right to refuse payments of amounts due from the Beneficiary under the Contract offered by third parties in their own name, and this also in derogation to the first paragraph of Article 1180 of the Civil Code, when such payments may result, to the benefit of the person intending to make them, in subrogation to the Financing Bank’s claim in relation to the Financing and the guarantees covering it, and where there is no express written, definitive, irrevocable and unconditional waiver by the third party to such subrogation or waiver of the exercise of such subrogation to the detriment of any credit right of the Financing Bank.

11.

DECLARATIONS AND GUARANTEES

The Beneficiary shall make to the Financing Bank the declarations and guarantees set out in this Article 11 (Declarations and guarantees). These statements are made on the Date of Stipulation and are intended to be repeated and renewed at each payment date throughout the duration of the Contract with reference to the existing facts and circumstances existing each time.

11.1

Establishment and capacity

The Beneficiary is a validly established and existing company, in accordance with its statutes and with the legal provisions in force, is fully and is freely entitled to exercise its rights and has full legal capacity to carry on the activity currently being exercised.

The competent corporate bodies of the Beneficiary have taken, in the form and according to the modalities provided for by the statutes, all the necessary decisions to approve the assumption of the Financing, the conclusion and the execution of this Agreement and the operations provided for by it.

11.2

Obligations under the Contract

This Agreement, once entered into, will constitute for the Beneficiary a source of legitimate, valid, binding, and effective obligations.

11.3

No violations

The conclusion and execution by the Beneficiary of this Agreement shall not violate any rights of third parties, mandatory provisions of law or regulations or administrative provisions or measures of any authority applicable to it, nor shall it constitute a violation of its articles of incorporation or statutes or of agreements in existence with third parties or commitments otherwise entered into by the Beneficiary and binding on it.

11.4

Financial statements and accounting entries

The Beneficiary’s annual financial statements and the consolidated financial statements, if drawn up, or, as the case may be, the updated financial statements of the Beneficiary, already delivered to the Financing Bank, and on the basis of which it has carried out its own credit and solvency assessments of the Beneficiary, have been prepared in accordance with the applicable law and accounting standards and give a true and fair view, complete and accurate, in all material respects, of the financial position and financial performance of the Beneficiary and of the results of its activities relative to the respective Reporting Period.

Customer Acceptance

BANCO BPM S.p.A.

Parent Company of the BANCO BPM Banking Group

Registered office: Piazzo F. Meda, 4 · 20121 Milan - Tel. 02 77001

Administrative headquarters: Piazza Nogara, 2 - 37121 Verona –

Tel. 045 8675111 www.gruppo.bancobpm.it

NDG: 000015474772

DATE: 09/15/2023

11.5

Information

All information included in the documentation provided by the Beneficiary to the Funding Bank in connection with this Agreement and the transactions covered herein shall be truthful, correct and complete in all material respects.

11.6

Insolvency

The Beneficiary is not insolvent and is not in any of the situations referred to in Articles 2446 (‘Capital reduction for losses’) or, as the case may be, 2482-bis (‘Capital reduction for losses’) and 2447 (‘Capital reduction below the legal limit’) or, as the case may be, 2482-ter (‘Capital reduction below the legal minimum’) of the Civil Code or in equivalent situations and is operating in corporate continuity.

The Beneficiary has not been declared bankrupt under the Bankruptcy Act or any other applicable law, or insolvent, nor has any action been taken to have it declared bankrupt or insolvent under the Bankruptcy Act or any other applicable law, or to subject it to any other insolvency proceedings under the Bankruptcy Act or any other applicable law, or to have recourse to any of the crisis and insolvency regulation tools under the Corporate Crisis Code or to voluntary or judicial liquidation.

In addition, the Beneficiary states:

(a) that it has not submitted: (i) an application for access to a crisis and insolvency regulation instrument subject to submission of documentation, (ii) debt recovery plans, (iii) debt restructuring agreements, moratorium agreements, (iv) restructuring plans subject to homologation, in accordance with Articles 44, 56, 57, 62 and 64a respectively of the Corporate Crisis Code or similar instruments under any other applicable law.

(b) that it has not proposed solutions to the over-indebtedness crisis, where applicable, in accordance with Article 65 of the Corporate Crisis Code; and

11.7

Litigation

There are no litigation, claim, lawsuit, arbitration, administrative or judicial proceedings (including tax, social security, health, accident, environmental, protection of confidentiality, anti-money laundering and/or compliance with financial and market regulations) pending or threatened in writing against the Beneficiary for which it is reasonable to expect an adverse outcome for the Beneficiary and which, if so decided, would, according to the reasonable assessment of the Financing Bank, lead to a Material Adverse Effect.

11.8

Pari passu

The Beneficiary's payment obligations under this Agreement and/or the other Financial Documents shall not be subordinated to any other obligations that the Beneficiary may incur towards third parties.

12.

REPORTING OBLIGATIONS

Until all the Bank's claims under this Agreement have been settled in full, the Beneficiary undertakes to fulfill the following obligations, thereby also promising the acts of third parties under Article 1381 ("Promise of the obligation or the third party's act") of the Civil Code, where appropriate.

Customer Acceptance

BANCO BPM S.p.A.

Parent Company of the BANCO BPM Banking Group

Registered office: Piazzo F. Meda, 4 · 20121 Milan - Tel. 02 77001

Administrative headquarters: Piazza Nogara, 2 - 37121 Verona –

Tel. 045 8675111 www.gruppo.bancobpm.it

NDG: 000015474772

DATE: 09/15/2023

Balance sheets

The Beneficiary’s annual financial statements and the Group’s consolidated financial statements, if drawn up, regularly approved, together with the related reports of the respective administrative and supervisory bodies and the certification of a primary audit firm (if applicable), shall be delivered to the Financing Bank on an annual basis, as soon as they are available and in any event within 210 (two hundred ten) days from the end of the relevant business year.

Certificate of sustainability

On an annual basis and within the same deadlines as for the delivery of the financial statements, and together with them, deliver to the Financing Bank the Certificate of Sustainability duly signed by the legal representative, drawn up in accordance with the model set out in Annex 3 (Certificate of Sustainability) of this Agreement or, alternatively, the notes to the financial statements, showing the results achieved by the Sustainability Indicators in the relevant Reporting Period.

The Beneficiary will provide any additional details reasonably required by the Financing Bank for the purpose of direct verification by the latter of the value of the Sustainability Indicators. The Financing Bank, in order to monitor and verify the correctness and adequacy of the value of the Sustainability Indicators indicated by the Beneficiary in the Certificate of Sustainability, will also be able to avail itself of the support of independent professionals appointed for this purpose. In this respect, the Beneficiary authorizes the Financing Bank to forward the Certificate of Sustainability to these independent professionals.

The Parties agree that failure to provide a Certificate of Sustainability will not constitute a Material Event pursuant to Article 16 (Material Events) nor will it give rise to any cost or other liability of any kind to be borne by the Beneficiary.

Certificate of Conformity

On an annual basis and by the same deadlines as for the delivery of the financial statements, and together with them, deliver to the Financing Bank the Certificate of Conformity duly signed by the legal representative, drawn up in accordance with the model set out in Annex 5 (Certificate of Conformity) to this Agreement.

The Beneficiary will provide any additional details reasonably required by the Financing Bank for the purpose of direct verification by the latter of the value of the Financial Parameters. The Financing Bank will have the power to check and challenge, providing documented evidence to this effect, the Beneficiary's findings in relation to the Financial Parameters.

The Financing Bank, in order to monitor and verify the correctness and appropriateness of the value of the Financial Parameters indicated by the Beneficiary in the Certificate of Conformity, may also use the support of independent professionals authorized for this purpose. In this regard, the Beneficiary authorizes the Financing Bank to forward the Certificate of Conformity to the above independent professionals.

Material Events

Promptly notify the Financing Bank of the occurrence of any Material Adverse Effect and/or Material Event and, upon justified written request of the Financing Bank, confirm to the Financing Bank in writing that no Material Event is outstanding.

13.

OBLIGATION TO RESPECT FINANCIAL PARAMETERS

Until the total settlement of all the Bank's claims arising from this Agreement, the Beneficiary undertakes to comply with the Financial Parameters, in accordance with Annex 4 (Financial Parameters) to the Agreement. The violation, at any Calculation Date, Financial Parameter can be remedied by the payment of Equity to the Beneficiary for an amount that allows, by adjusting the value, the compliance of the Financial Parameter violated, within 30 (thirty) days from the date anticipated for the delivery to the Financing Bank of the Certificate of Conformity from which this violation results. The option to remedy the violation of the Financial Parameters referred to in the preceding paragraph shall apply no more than twice during the life of the Financing.

14.

PERFORMANCE OBLIGATIONS

Until all the credit reasons of the Financing Bank arising from this Agreement have been settled in full, the Beneficiary shall undertake to fulfill the following obligations:

Pari passu

Ensure that any payment obligations arising under this Agreement are not subordinated to any other current or future payment obligations that the Beneficiary may incur towards any other creditor, subject to the privileges of the law.

Customer Acceptance

BANCO BPM S.p.A.

Parent Company of the BANCO BPM Banking Group

Registered office: Piazzo F. Meda, 4 · 20121 Milan - Tel. 02 77001

Administrative headquarters: Piazza Nogara, 2 - 37121 Verona –

Tel. 045 8675111 www.gruppo.bancobpm.it

NDG: 000015474772

DATE: 09/15/2023

Subordination of shareholder financing

Ensure that any financing received from its members, as well as any part of the bonds issued by the Beneficiary itself and underwritten by its shareholders, is subject to and conditional on full repayment of all the Bank's claims arising from the Agreement.

Powers to pursue the activity

Maintain valid and effective all authorizations, permits and licenses necessary for the conduct of its business, as it is currently conducted.

Safeguarding assets

Maintain the property, machinery, equipment, and capital goods suitable for use and in good repair, with due care of the good father of the family, and enter into insurance policies with primary insurance companies to cover the risks related to their activity and property, in accordance with best market practice and for the ceilings that are normally insured in the production sector in which the Beneficiary operates.

Financial statements and accounting entries

Ensure that its annual financial statements are prepared in accordance with applicable law and accounting principles and fairly and accurately represent the financial position, equity situation and the profit or loss of the Beneficiary relative to the respective Reporting Period, if prepared and submitted to the Financing Bank in accordance with Article 12 (Reporting Requirements).

Compliance with the law

Fully and properly fulfill, in all substantive respects, all applicable legal obligations, in particular administrative, tax, social security and environmental law obligations. Apply to their employees conditions not lower than those resulting from collective agreements in the category and in the reference area.

Early repayment

Reimburse in advance all amounts due under this Agreement in the circumstances and within the terms set forth in Article 9.2 (Mandatory Early Repayment).

15.

OBLIGATION TO ABSTAIN

Until all the credit items of the Financing Bank arising from this Agreement have been settled in full, the Beneficiary shall undertake to fulfill the following obligations:

Modification business

Do not cease, suspend, or modify your traditional business as being conducted at the Date of Stipulation.

Statutory amendments

Except where provided for by mandatory legal requirements, do not make any changes to the articles of association that may lead to a Material Adverse Effect, with particular, but not exclusive, reference to the purpose of the company and the transfer of the registered office abroad, without the prior written consent of the Financing Bank.

Extraordinary transactions

Without the prior written consent of the Financing Bank, not take part in mergers, demergers, and not to buy own shares if the execution of such transactions could reasonably cause a Material Adverse Effect.

Customer Acceptance

BANCO BPM S.p.A.

Parent Company of the BANCO BPM Banking Group

Registered office: Piazzo F. Meda, 4 · 20121 Milan - Tel. 02 77001

Administrative headquarters: Piazza Nogara, 2 - 37121 Verona –

Tel. 045 8675111 www.gruppo.bancobpm.it

NDG: 000015474772

DATE: 09/15/2023

Assets and financing allocated

If formed or converted into a joint stock company, do not constitute assets earmarked for specific business within the meaning of Article 2447-bis ("Assets earmarked for a specific business") of the Civil Code and do not take on funds earmarked for a specific business within the meaning of Article 2447-decies ("Financing earmarked for a specific business") of the Civil Code.

16.

MATERIAL EVENTS

In addition to the events that, by law, allow the Financing Bank to terminate and/or withdraw from the Financing Agreement, or to declare the Beneficiary forfeited the time limit, each of the events described in this Section 16 (Material Events) constitutes a Material Event.

16.1

Non-payment

Non-timely and full payment by the Beneficiary of any amount due to the Financing Bank under this Agreement, in accordance with the terms and conditions provided for in the Agreement, if not remedied within 5 (five) Working Days from the original maturity.

16.2

Purpose of the Financing

The Financing is used by the Beneficiary, in whole or in part, for a purpose other than that referred to in Article 3 (Purpose of the Financing).

16.3

Violation of the Financial Parameters

Without prejudice to the remedy provided for therein, failure to comply with any one of the Financial Parameters referred to in Article 13 (Obligation to comply with the Financial Parameters) of the Contract.

16.4

Failure to fulfill obligations

Failure by the Beneficiary to comply fully and on time with one or more of the obligations referred to in Articles 12 (Reporting Obligations), 14 (Performance Obligations) and 15 (Non-Performance Obligations) of the Contract, unless, where possible, the failure is remedied within 20 (twenty) Working Days from the date on which the Financing Bank has communicated the failure to the Beneficiary. Failure to comply with the obligation to deliver a Certificate of Sustainability remains excluded from that provision, and therefore does not constitute a Material Event.

16.5

False or incorrect statements and guarantees

The substantial inaccuracy and/or untruthfulness of one or more of the statements and guarantees made or repeated by the Beneficiary pursuant to Article 11 (Declarations and Guarantees) of this Agreement, with reference to the time-limited circumstances prevailing unless, where possible, this circumstance is remedied within 20 (twenty) Working Days from the date on which the Financing Bank has communicated such material inaccuracy and/or untruthfulness and the date on which the Beneficiary became aware of it.

16.6

Procedures under the Corporate Crisis and Liquidation Code

(A)

Except in cases where mandatory provisions prohibit the dissolution of the contractual relationship, the initiation of any procedure, including extrajudicial procedures, under the Corporate Crisis Code, or any other applicable law by the Beneficiary, including the application for access to a crisis and insolvency regulation instrument subject to the filing of documents pursuant to Article 44 of the Corporate Crisis Code, the implementing agreements of a debt recovery plan attested pursuant to Article 56, the debt restructuring agreements pursuant to Article 57 et seq., the moratorium agreements ex Article 62, restructuring plans subject to approval in accordance with Article 64a et seq., over-indebtedness crisis resolution procedures, where applicable, in accordance with Article 65 of the Corporate Crisis Code or similar procedures under any other applicable law.

(B)

The voluntary or judicial liquidation of the Beneficiary.

(C)

Paragraph (A) does not apply to the commencement of any insolvency proceeding in any jurisdiction at the initiative of a creditor, if (i) the claim is challenged promptly in good faith and with due diligence; and (ii) the Beneficiary demonstrates to the Financing Bank that the claim is manifestly unfounded; and (iii) the claim is settled within 40 (forty) Working Days of the filing of the claim.

Customer Acceptance

BANCO BPM S.p.A.

Parent Company of the BANCO BPM Banking Group

Registered office: Piazzo F. Meda, 4 · 20121 Milan - Tel. 02 77001

Administrative headquarters: Piazza Nogara, 2 - 37121 Verona –

Tel. 045 8675111 www.gruppo.bancobpm.it

NDG: 000015474772

DATE: 09/15/2023

16.7

Negative business circumstances - Insolvency

(A)

The Beneficiary has ceased or substantially ceased or changed its business activities which are characteristic of it or becomes incapable (or admits in writing its inability) of paying its debts regularly or declares a moratorium in respect of a significant part of its indebtedness, or takes action to dispose of the assets to the creditors in accordance with Article 1977 of the Civil Code.

(B)

The occurrence of a situation of insolvency of the Beneficiary as defined in Article 2 of the Corporate Crisis Code or the recurrence to the Beneficiary of one of the situations referred to in Article 2446 (‘Capital reduction for losses’) or, as the case may be, 2482-bis (‘Capital reduction for losses’) or 2447 (‘Capital reduction below the legal limit’) or, as the case may be, 2482-ter (‘Capital reduction below the legal minimum’) Civil Code, or equivalent situations under applicable law.

16.8

Invalidity of the Contract

Invalidity, nullity, annulment, or inefficacy of the Contract, or of a single essential term thereof, occurring after the Date of Stipulation, at any time and for any reason noted or asserted.

16.9

Judicial, enforcement and protective proceedings

(A)

Initiation, for amounts or values totaling more than Euro 5,000,000.00 (five million/00) for the entire duration of the Contract, of enforcement procedures, the execution of seizure or judicial order or other protective or urgent measure of any kind, or the registration of judicial mortgages on the property of the Beneficiary unless such measure is revoked or abandoned within 40 (forty) days or promptly contested in good faith by the Beneficiary and evidence is provided, deemed satisfactory in the reasonable judgment of the Financing Bank, that the action is reckless or without any basis.

(B)

The initiation of any action, lawsuit, dispute, litigations or arbitration, administrative or judicial proceedings in general, of any kind at the initiative of any public or private counterpart against the Beneficiary for amounts or values in total greater than Euro 10,000,000.00 (ten million/00) for the entire duration of the Contract, unless the related action is abandoned within 40 (forty) days or promptly contested in good faith by the Beneficiary and documentary evidence is provided to the Financing Bank e of the obvious unfounded nature of the action initiated, deemed satisfactory in the opinion of the same .

(C)

The lifting of a protest against the Beneficiary for lack of funds.

(D)

The issuing of a criminal conviction against the administrators of the Beneficiary for offenses that are relevant to the conduct of the business activity of the Beneficiary under Legislative Decree 231/2001 (unless they resign or are promptly removed from office).

16.10

Cross default

The occurrence, in relation to any financial indebtedness of the Beneficiary (other than this Financing), of an event classified as a default giving the creditor institution the right to declare the Beneficiary's forfeiture of the time limit or the termination of the loan agreement or the request for early repayment for sums in excess of Euro 20,000,000.00 (twenty million/00) for the entire duration of the Agreement.

16.11

Worsening Credit Reasons

Notwithstanding what is otherwise provided in this Article 16 (Material Events), the occurrence of a Material Adverse Effect.

Customer Acceptance

BANCO BPM S.p.A.

Parent Company of the BANCO BPM Banking Group

Registered office: Piazzo F. Meda, 4 · 20121 Milan - Tel. 02 77001

Administrative headquarters: Piazza Nogara, 2 - 37121 Verona –

Tel. 045 8675111 www.gruppo.bancobpm.it

NDG: 000015474772

DATE: 09/15/2023

17.

ACTIONS OF THE FINANCING BANK ON THE OCCURRENCE OF A MATERIAL EVENT

At any time after the occurrence of a Material Event, the Financing Bank shall have the option, to exercise in its unquestionable judgment by means of a written communication by registered letter with return receipt or certified email ("PEC") sent to the Beneficiary, to:

(A)

declare that the Beneficiary has forfeited the time limit pursuant to Article 1186 of the Civil Code upon the occurrence of any of the Material Events referred to in Article 16 above, which the Parties expressly recognize as equivalent to the circumstances referred to in Article 1186 of the Civil Code, without there being any need for a judicial ruling;

(B)

declare the Contract terminated by law, pursuant to and for the purposes of Article 1456 of the Civil Code, upon the occurrence of even one of the Material Events caused by default attributable to the Beneficiary referred to in Articles 16.1 (Non-payment), 16.2 (Purpose of Financing), 16.3 (Breach of Financial Parameters), 16.4 (Failure to fulfill obligations) and 16.5 (False or inaccurate declarations and guarantees).

(C)

terminate the Agreement (without payment of any consideration) upon the occurrence of any of the Material Events referred to in Articles 16.6 (Proceedings under the Corporate Crisis and Liquidation Code), 16.7 (Negative Circumstances for the Business - Insolvency), 16.8 (Invalidity of the Agreement), 16.9 (Judicial, Enforcement and Precautionary Proceedings), 16.10 (Cross Default) and 16.11 (Worsening Credit Reasons), which the Beneficiary expressly recognizes here as grounds for legitimate withdrawal by the Financing Bank, having already eliminated any exception.

Forfeiture of the time limit, termination of the contract, or withdrawal from the contract will take effect from the moment the Beneficiary has received the written communication, by registered letter with return receipt or PEC, from the Financing Bank, in which the latter declares its intention to use this clause, without under any circumstance the need for judicial ruling.

The exercise, even contextual, of these powers will be left to the full discretion of the Financing Bank, which, in any case, will be able to avail itself of any other remedy provided for by this Agreement, the other Financial Documents or the law in its favor for the protection of its claims against the Beneficiary.

Following the exercise by the Financing Bank of the above-mentioned powers:

(i)

the Financing is immediately past due for the entire outstanding portion of the Financing and the entire utilized amount of the Financing, together with the accrued interest and any other sums due under the Contract, shall be deemed to be liquid and payable.

(ii)

any unused amount of Financing will be definitively canceled and no longer available to the Beneficiary.

(iii)

the Beneficiary shall be obliged to reimburse to the Financing Bank, within 10 (ten) days of receipt of the above written notification, the outstanding amounts of the Financing, together with any outstanding amounts due under the Agreement, including interest, also interest on arrears, accrued up to the date of actual payment, commissions, tax charges and expenses;

(iv)

In the event of non-payment of everything due from the Beneficiary, the Financing Bank will have the right to exercise all possible actions, including precautionary or urgent actions, in order to protect its credit or other entitled under the Contract and to proceed to the enforcement of possible guarantees of the Financing.

18.

EXPENDITURES, TAXES AND CHARGES

The Bank, in agreement with the Borrowing Party, shall not opt for the application of the substitute tax referred to in Articles 15 and 17 of Presidential Decree No. 601/73 as amended and supplemented.

Customer Acceptance

BANCO BPM S.p.A.

Parent Company of the BANCO BPM Banking Group

Registered office: Piazzo F. Meda, 4 · 20121 Milan - Tel. 02 77001

Administrative headquarters: Piazza Nogara, 2 - 37121 Verona –

Tel. 045 8675111 www.gruppo.bancobpm.it

NDG: 000015474772

DATE: 09/15/2023

The Borrowing Party declares:

to bear the so-called "taxes on deed", if due, and all other taxes which, in relation to the evolution of the operation, are or will be due, for example, on this Financing Operation, the assumption of guarantees, following any measures of the judicial authorities.

Any taxes, duties, expenses, costs, and fees (including legal, notarial, tax and fees) reasonably incurred and duly documented, also tax and administrative costs (including any tax liability and penalties imposed), relative to this Agreement, other than income taxes payable by the Bank, shall in all cases be borne by the Borrowing Party. However, it is understood that the Bank will have to receive the amounts contractually provided for, without any deduction or retention.

If by law, regulation, or interpretation of law or for any other reason a withholding tax or deduction of tax is required, the payments made by the Borrowing Party shall be supplemented to such an extent that the Bank will in any event obtain the amounts originally agreed in this Agreement, except for those taxes which are due by the Bank relative to the total income derived from its credit business.

In the event of foreign withholding taxes being levied, the Bank shall request that the upper limit provided for in the double taxation agreement concluded between Italy and the country of residence of the Borrowing Party, should one exist, be taken into account. In this respect, the Bank shall undertake to provide any documentation necessary for this purpose, upon request by the Borrowing Party. Upon presentation of documents certifying payment of the withholding tax up to the limit laid down in the agreement, the Bank undertakes to repay the amount of the withholding tax if the conditions for its recovery are met in the Bank’s tax return through the tax credit mechanism for taxes incurred abroad.

19.

UNILATERAL AMENDMENT OF CONDITIONS AND WAIVERS

19.1

Unilateral amendment of contractual conditions

(A)

The Beneficiary, in accordance with Article 118 of the TUB and the related regulatory and supervisory legislation, specifically approves the option of the Financing Bank to unilaterally alter the charges relative to the costs if there is a justified reason even to the detriment of the Beneficiary.

(B)

The proposed change must be communicated expressly by the Financing Bank to the Beneficiary 2 (two) months in advance of the date on which the new condition takes effect, in writing or by a durable medium, indicating in a prominent manner "Proposal for unilateral amendment of the contract".

(C)

The amendment shall be deemed accepted if the Beneficiary does not withdraw from the Agreement by the date provided for its application. Withdrawal is not subject to any costs and the Beneficiary shall be entitled to the application of the conditions stipulated above in the liquidation of the relationship. Clauses relating to the Interest Rate are expressly excluded from the unilateral right to amend them.

(D)

The Beneficiary specifically approves this option for the Financing Bank, pursuant to Article 118(2) of the TUB.

19.2

Waivers

Any tolerance, even repeated, of failure to fulfill contractual obligations or of delay in fulfilling them cannot in any way be interpreted as tacit repeal of the agreements providing for them. The Financial Bank's failure or delay in exercising, in all or in part, any right or action to which it is entitled, under the Contract and/or the Other Financial Documents, shall not constitute a waiver of such rights or actions. In addition, the rights and actions provided for in this Agreement and/or in the other Financial Documents are cumulative and do not exclude other rights or actions provided for by law.

Customer Acceptance

BANCO BPM S.p.A.

Parent Company of the BANCO BPM Banking Group

Registered office: Piazzo F. Meda, 4 · 20121 Milan - Tel. 02 77001

Administrative headquarters: Piazza Nogara, 2 - 37121 Verona –

Tel. 045 8675111 www.gruppo.bancobpm.it

NDG: 000015474772

DATE: 09/15/2023

20.

MODIFICATION OF THE PARTIES

20.1

Sale and transfers by the Beneficiary

The Beneficiary may not assign or transfer any of its rights, benefits, and obligations under this Agreement and/or the other Financial Documents without the prior written consent of the Financing Bank.

20.2

Sales and transfers by the Financing Bank

(A)

Without costs and charges to the Beneficiary, the Financing Bank may transfer, in whole or in part, its claims, rights and obligations arising from the Contract, or its position in the Contract pursuant to Articles 1406 et seq. of the Civil Code, only with the prior written consent of the Beneficiary (which may not be unreasonably denied or delayed and will be deemed to have been granted if not expressly denied within 15 (fifteen) Working Days from the request), to a Qualified Bank with discharge for the part of the obligations subject to the assignment and with the exclusion of any joint and several liability between transferor and transferee.

(B)

Without prejudice to the foregoing, it is understood that in the event of a Material Event (which has not been remedied within the relevant grace period, if applicable), the Financing Bank may make the transfers referred to in (A) above even without the prior consent of the Beneficiary and to banks, entities, financial institutions or subjects even not falling within the definition of a Qualifying Bank.

(C)

It is expressly agreed that the Financing Bank will also be able, at any time and freely, to (i) use the credits arising from the Financing as ‘non-marketable assets’ to be pledged to the European Central Bank and/or the Banca d’Italia for refinancing operations provided by the latter under the ‘Abaco’ procedure (collateralized banking assets), as governed by the rules governing ‘Eurosystem monetary policy instruments’, on a time-by-time basis, or under any other equivalent time-by-time procedure in force; (ii) to assign all or some of its claims arising under the Agreement under the provisions of the Law of April 30, 1999, No 130 ("Provisions on credit securitization") or similar rules.

(D)

The Beneficiary gives as of now its irrevocable consent to any transfer pursuant to the foregoing, including for the purposes of Article 1407 et seq. of the Civil Code.

21.

MISCELLANEOUS

21.1

Proof of credit

Without prejudice to the provisions of Article 119, third paragraph of the TUB, the statements of account, records and generally the accounting records of the Financing Bank will always, unless later proven otherwise, constitute full evidence anywhere and of any effect of the claims which the Financing Bank has against the Beneficiary under this Agreement.

21.2

Successor Constraint

The obligations arising under this Agreement are assumed by the Beneficiary with the clause of solidarity and indivisibility relative to its successors or successors.

21.3

Partial invalidity

The fact that, at any time, one or more of the provisions of this Agreement or of the other Financial Documents becomes null and void, invalid, ineffective, or inoperable shall not affect the legality, validity, and enforceability of the other provisions of this Agreement or of the other Financial Documents to the extent provided by Article 1419 ("Partial invalidity") of the Civil Code.

21.4

APRC

The ‘Overall Annual Percentage Rate, including interest and charges which contribute to determining the actual cost of the operation, of which the Beneficiary states that it has taken note at the time of the submission of the application for financing, calculated in accordance with the applicable rules and regulations, as indicated in the Summary Document.

Customer Acceptance

BANCO BPM S.p.A.

Parent Company of the BANCO BPM Banking Group

Registered office: Piazzo F. Meda, 4 · 20121 Milan - Tel. 02 77001

Administrative headquarters: Piazza Nogara, 2 - 37121 Verona –

Tel. 045 8675111 www.gruppo.bancobpm.it

NDG: 000015474772

DATE: 09/15/2023

21.5

Consent to data processing and communication

The Financing Bank processes personal data in compliance with Regulation EU 2016/679 of the European Parliament and of the Council of April 27, 2016 (the "GDPR"), Legislative Decree No. 196 of June 30, 2003 as amended by Legislative Decree No. 101 of August 10, 2018 and all pro-tempore legislation in force on privacy and data protection.

The full privacy statement, delivered to the Beneficiary at the time of opening the relationship, is available at www.bancobpm.it, privacy section.

The Beneficiary acknowledges and authorizes the Financing Bank to disclose any personal data provided by the Beneficiary and, more generally, information relating to this Agreement, to the other Financial Documents, and to the Beneficiary, to the following categories of recipients, in compliance with the above mentioned data protection legislation and Regulation EU 2018/1725:

(i)

institutions or bodies of the European Union, each of which, like the Financing Bank, acts independently as data controller.

(ii)

European Central Bank and/or Banca d’Italia for refinancing operations provided under the Abaco (collateralized banking assets) procedure, as regulated by the rules governing Eurosystem monetary policy instruments, on a time-to-time basis.

(iii)

any person potentially interested in becoming an assignee of this Agreement or of the credit arising under this Agreement.

(iv)

any guarantor of this Financing, the sponsors/providers of funds underlying this Financing, each of which, like the Financing Bank, will act independently as data controller.

22.

DOMICILE ELECTION - COMMUNICATIONS

22.1

Election of domicile

For contractual purposes, as for any judgment arising out of the Contract, the Parties shall elect their domicile at their respective registered office.

22.2

Communications

Under and for the purposes of Article 119 of the TUB, the Financing Bank will provide the Beneficiary, at the end of the contract and, in any event, at least once a year, with an analytical communication with full and clear information on the progress of the relationship and an updated picture of the economic conditions applied.

The methods of sending periodic communications include paper and electronic communications; the Beneficiary expressly declares that it wishes to receive the periodic communications in paper/electronic form; at any time during the relationship the Beneficiary has the right to change the communication technique used, by means of a specific request by registered letter to be sent to the Branch of the Financing Bank where the relationship is maintained. The Beneficiary may also ask for additional information or more frequently than that referred to above. The request must be made in writing as indicated above. In the event that the Beneficiary requests to receive the above communications with a frequency different from and greater than that indicated above, the Bank may charge the contractually foreseen costs indicated in the Summary Document, which are appropriate and proportionate to the actual costs incurred by the Financing Bank and contractually indicated.

All communications under this Agreement shall be in writing, signed by a person with the necessary powers, and arranged in such a way as to enable acknowledgement or confirmation of receipt.

Customer Acceptance

BANCO BPM S.p.A.

Parent Company of the BANCO BPM Banking Group

Registered office: Piazzo F. Meda, 4 · 20121 Milan - Tel. 02 77001

Administrative headquarters: Piazza Nogara, 2 - 37121 Verona –

Tel. 045 8675111 www.gruppo.bancobpm.it

NDG: 000015474772

DATE: 09/15/2023

23.

INDEMNITY

With the sole exclusion of the consequence of the willful misconduct or gross negligence of the Financing Bank, the Beneficiary will keep the Financing Bank free and indemnified with respect to any damaging consequences, increased costs or expenses that may arise to it from this Agreement or from its execution, including damages resulting from the occurrence of a Material Event.

Any amounts due by the Beneficiary to the Financing Bank pursuant to this Article shall be paid, upon written request accompanied by appropriate documentary evidence, within 5 (five) Working Days of receipt of such request.

24.

APPLICABLE LAW, COMPETENT COURT, COMPLAINTS AND OUT-OF-COURT SETTLEMENT

24.1

Applicable law

This Agreement is governed by Italian law.

24.2

Competent jurisdiction

For any dispute relative to the interpretation, conclusion, execution or termination of this Agreement, or in any case relating to it, the Court of Milan will have exclusive jurisdiction, without prejudice to the powers strictly established by the Code of Civil Procedure for the supervision and enforcement proceedings and subject in any case to the rules laid down in Article 24.3 below (Complaints - Out-of-court dispute settlement).

This is without prejudice to the right of the Bank to bring an action before any other court having jurisdiction under the law.

24.3

Complaints - out-of-court dispute settlement

The Financing Bank shall inform the Beneficiary and any Guarantor(s), that in the event of a dispute arising from the stipulation of this Agreement and related and consequential acts, the Beneficiary and the Guarantor(s), if any, may:

(A)

complain to the Financing Bank as indicated on the Banco BPM Group's Branches or institutional website (https://gruppo.bancobpm.it). The Financing Bank must respond within 60 (sixty) days from the date of receipt.

(B)

If the Beneficiary and any Guarantor(s), are not satisfied by the outcome of the complaint or have not received a reply within the period provided for by the applicable legislation, they may, in accordance with Article 128-bis of the TUB, apply to the Financial Arbitrator (hereinafter "ABF"), toll-free number 800196969, if the claim has a value not exceeding Euro 200,000.00 (two hundred thousand point zero zero) zero), if it involves the claim for an amount of money, or without any limit on the amount in all other cases. To find out how to contact ABF and its area of competence, see the website www.arbitrobancariofinanziario.it, without prejudice to the possibility to request information from the Banca d’Italia’s Branches or from the Financing Bank. If the Beneficiary and any Guarantor(s), propose to appeal to the ABF, they must notify the Financing Bank without delay and send a copy thereof to it by registered letter with return receipt or certified email. No appeal to ABF may be made more than 12 months after the filing of the complaint referred to in (A) above, without prejudice to the possibility for the Beneficiary and any Guarantor(s), to file a new complaint with the Financing Bank concerning the same subject matter as the previous complaint. The decision of ABF shall be without prejudice to the possibility of appeal to the courts.

(C)

As an alternative to the above and without the need to file a complaint, the Beneficiary and any Guarantor(s), will be able to activate the mediation procedure. The same right shall be granted to the Financing Bank. To this end, the Parties agree to activate this mediation procedure with the Bank Arbitration Body set up by the Financial Arbitrator - Association for the Settlement of Banking, Financial and Corporate Disputes - ADR., which is entered in the register of arbitration bodies kept by the Ministry of Justice (hereinafter referred to as ‘CBF’) as a body specialized in banking and financial disputes, which has a network of arbitrators spread throughout the national territory (information on the www.conciliatorebancario.it).

Customer Acceptance

BANCO BPM S.p.A.

Parent Company of the BANCO BPM Banking Group

Registered office: Piazzo F. Meda, 4 · 20121 Milan - Tel. 02 77001

Administrative headquarters: Piazza Nogara, 2 - 37121 Verona –

Tel. 045 8675111 www.gruppo.bancobpm.it

NDG: 000015474772

DATE: 09/15/2023

The procedure before the ABF or before the CBF referred to in points (B) and (C) above also satisfies the condition of admissibility for the exercise of judicial proceedings in matters of banking contracts established in Article 5, paragraph 1-bis of Legislative Decree. March 4, 2010, No. 28. In the event of a change in the legislation referred to above, the time-limited provisions in force will apply.

If you agree with the content of this proposal, in order to complete the contract, please return to us a copy of this signed by you as full and unconditional acceptance, with specific approval of the following clauses pursuant to and for the purposes of Article 1341, second paragraph of the Civil Code:

Article 5 (Terms of the Funding Agreement), Article 6 (Drawdown of the Financing), Article 7 (Interest on the Financing), Article 8 (Repayment of the Financing), Article 9.2 (Mandatory Early Repayment), Article 10 (Payments), Article 12 (Reporting Obligations), Article 13 (Obligation to Meet Financial Parameters), Article 14 (Performance Obligations), Article 15 (Non-Performance Obligations), Article 16 (Material Events), Article 17 Actions of the Financing Bank at the occurrence of a Material Event), Article 18 (Expenses, taxes and charges), Article 19 (Unilateral modification of conditions and waivers), Article 20 (Modification of the Parties), Article 21.1 (Proof of the credit), Article 21.2 (Constraint on succession), Article 21.3 (Partial invalidity), Article 21.4 (APRC), Article 22 ( Election of Domicile - Communications), Article 23 ( Indemnity), Article 24 (Applicable law, jurisdiction, complaints and settlement Court of Disputes).

Yours sincerely.

Annex Sustainability Indicators

Annex Certificate of Sustainability

Annex Financial Parameters

Annex with Drawdown Request

Customer Acceptance

BANCO BPM S.p.A.

Parent Company of the BANCO BPM Banking Group

Registered office: Piazzo F. Meda, 4 · 20121 Milan - Tel. 02 77001

Administrative headquarters: Piazza Nogara, 2 - 37121 Verona –

Tel. 045 8675111 www.gruppo.bancobpm.it

NDG: 000015474772

DATE: 09/15/2023

BANCO BPM SPA

I/WE have received your above proposal which I/we sign below as a sign of full acceptance of its contents.

I/We declare:

ü that I/we have exercised before the conclusion of the Agreement the right to obtain:

üa copy of the Contract suitable for stipulation at the cost established in the Summary Document not exceeding the costs for Fees for Investigation

¨ schedule of Contract without economic conditions and cost estimate based on the information provided by me/us

¨ that I have not exercised any right to obtain a copy of or an outline of the Agreement.

that this document together with the documents annexed to it have been signed by me after the placement of the "guarantee seal", which ensures that it is indivisible and unchangeable.

09/15/2023		/s/ FRANCESCO BALESTRIERI
Date		Signature

	The Borrowing Party

	ALFASIGMA - S.P.A. VAT 03432221202

	Mr. Balestrieri Francesco, born in PADUA (PD) on, 01/22/1969 — Tax Code BLSFNC69A22G224A

STAMP FOR

AUTHENTICITY

VERIFICATION COMPILATION AND

SIGNING POWERS

Customer Acceptance

BANCO BPM S.p.A.

Parent Company of the BANCO BPM Banking Group

Registered office: Piazzo F. Meda, 4 · 20121 Milan - Tel. 02 77001

Administrative headquarters: Piazza Nogara, 2 - 37121 Verona –

Tel. 045 8675111 www.gruppo.bancobpm.it

NDG: 000015474772

DATE: 09/15/2023

Annex 2

Sustainability indicators

For the purposes of the possible change in the Spread according to Article 7.1(C) (Interest Rate) of the Agreement, the Sustainability Indicators adopted by the Borrowing Party (no more than three) and their target values for each reference period are as follows:

Sustainability indicator: INGHG

Start date	End date	Target Value
01/01/2023	12/31/2023	Less than or equal to 0.67
01/01/2024	12/31/2024	Less than or equal to 0.65
01/01/2025	12/31/2025	Less than or equal to 0.63

Universal Sustainability Indicators Legend:

(1)

EMGHG - Total Greenhouse gas (GHG) emissions, or alternatively,

EPGHG - Percentage reduction of total GHG emissions (GHG) or alternatively

INGHG - Greenhouse Gas emission intensity (GHG).

(2)

ENRIN - Percentage of energy from renewable sources in total energy consumption.

(3)

RIRIC - Percentages of waste destined for recycling in productive activities out of the total waste generated.

(4)

H2RIC - Percentage of water recycled in production activities out of total water consumed.

(5)

SALSI - Investments in occupational health and safety.

(6)

SOCOL - Interventions for the design and implementation of infrastructure/projects for the benefit of local communities.

(7)

WELFA - Corporate welfare measures.

(8)

PARGE - Measures to support gender diversity.

(9)

GRPRO - Number of suppliers adopting environmental and social conduct rules.

(10)

CEESG - Number of certifications (or certified assets) with reference to sustainability standards (ISO 14001, SA8000, ISO 50001, EMAS, etc.).

(11)

FORDI - Number of hours of sustainability training provided to employees/management.

Conditions for compliance with each Universal Sustainability Indicator:

‘EMGHG’: Total greenhouse gas emissions shall be reduced by at least 2% per year compared to the emissions declared at the time of the conclusion of the financing contract (with the objective of achieving a reduction of emissions in line with the European targets of 40% in 2030 compared to 1990, taking into account the 24% reduction already achieved in 2020).

‘EPGHG’: the reduction in the percentage change in total greenhouse gas emissions must be greater than at least 2% per year (with the aim of achieving a reduction in emissions, in line with the European targets, of 40% in 2030 compared to 1990, taking into account the 24% reduction already achieved in 2020).

The change is calculated as the difference between the total greenhouse gas emissions reported in year X and those reported in previous year (X-1), divided by the total greenhouse gas emissions reported in previous year (X-1).

Customer Acceptance

BANCO BPM S.p.A.

Parent Company of the BANCO BPM Banking Group

Registered office: Piazzo F. Meda, 4 · 20121 Milan - Tel. 02 77001

Administrative headquarters: Piazza Nogara, 2 - 37121 Verona –

Tel. 045 8675111 www.gruppo.bancobpm.it

NDG: 000015474772

DATE: 09/15/2023

‘INGHG’: The greenhouse gas intensity indicator (hereinafter GHG intensity indicator) is defined as the total greenhouse gas emissions, expressed in tons of CO2eq, in relation to the specific parameter chosen (e.g., unit of product, turnover, etc.).

The value of the GES Intensity Indicator must be reduced by at least 2% per year compared to the value declared at the time of the conclusion of the financing contract (with the aim of achieving a reduction in emissions, in line with the European targets, of 40% in 2030 compared to 1990, taking into account the reduction of 24% already achieved in 2020).

‘ENRIN’: the indicator energy consumption from renewable sources (hereinafter the ‘RES indicator’) is defined as the ratio, expressed as a percentage, between the amount of energy consumption from renewable sources and the total amount of energy consumption.

if the value of the RES Indicator is greater than or equal to 32%, the change between the value of the RES Indicator for year X and the value of the RES Indicator for the previous year (X-1) must be positive (> 0).

if the value of the RES Indicator is less than 32%, the change between the value of the RES Indicator for year X and the value of the RES Indicator for the previous year (X-1) shall be at least equal to the difference between 32% and the value of the RES Indicator for the previous year (X-1) divided by 8.

The change is calculated as the difference between the ERF indicator value for year X and the ERF indicator value for the previous year (X-1).

‘RIRIC’: the indicator waste recycled in production activity (hereinafter the ‘Waste Indicator’) is defined as the ratio, expressed as a percentage, between the amount of waste recycled and the total amount of waste generated.

if the value of the Waste Indicator is greater than or equal to 50%, the change between the value of the Waste Indicator for year X and the value of the Waste Indicator for the previous year (X-1) must be positive (> 0)

if the value of the Waste Indicator is less than 50%, the change between the value of the Waste Indicator for year X and the value of the Waste Indicator for the previous year (X-1) shall be at least equal to the difference between 50% and the value of the Waste Indicator for the previous year (X-1), divided by the duration of the financing expressed in years minus 1. Alternatively, the value of the Waste Indicator at the date of last registration before the final maturity of the financing shall be at least 50% (the annual growth of the value of the Waste Indicator shall follow a plan subject to separate agreement).

‘H2RIC’: the water reused and/or recycled indicator (hereinafter the ‘Water Indicator’) is defined as the ratio, expressed as a percentage, between the amount of water reused and/or recycled and the total amount of water consumed.

The change between the value of the Water indicator for year X and the value of the Water indicator for the previous year (X-1) must be positive (> 0).

‘SALSI’: the occupational health and safety investment indicator (hereinafter the ‘Health indicator’) is defined as the amount of investments made in occupational health and safety in relation to turnover in the reference period, expressed in Euro per million Euro of turnover.

The change between the value of the Health Indicator for year X and the value of the Health Indicator for the previous year (X-1) must be positive (> 0).

‘SOCOL’: the Local Community Initiatives indicator (hereinafter the ‘Community Indicator’) is defined as the amount of investments in local Community initiatives in relation to turnover in the reference period, expressed in Euro per million Euro of turnover.

The change between the Community indicator value for year X and the Community indicator value for the previous year (X-1) must be positive (> 0).

‘WELFA’: The indicator of initiatives and/or programs and/or promotions carried out in the field of corporate welfare for employees (hereinafter the ‘Welfare Indicator’) is defined as the amount of investments made in initiatives and/or programs and/or promotions carried out in the field of corporate welfare for employees, in relation to the turnover achieved in the reference period, expressed in Euro per million Euro of turnover.

The change between the Welfare Indicator value for year X and the Welfare Indicator value for the previous year (X-1) must be positive (> 0).

‘PARGE’: the indicator of initiatives and/or programs and/or promotions carried out with the aim of reducing gender disparities (hereinafter the ‘Equality Indicator’) is defined as the amount of investments made in initiatives and/or programs and/or promotions carried out with the aim of reducing gender disparities, in relation to the turnover achieved in the reference period, expressed in Euro per million Euro of turnover.

Customer Acceptance

BANCO BPM S.p.A.

Parent Company of the BANCO BPM Banking Group

Registered office: Piazzo F. Meda, 4 · 20121 Milan - Tel. 02 77001

Administrative headquarters: Piazza Nogara, 2 - 37121 Verona –

Tel. 045 8675111 www.gruppo.bancobpm.it

NDG: 000015474772

DATE: 09/15/2023

The change between the value of the Equality indicator for year X and the value of the Equality indicator for the previous year (X-1) must be positive (> 0).

‘GRPRO’: the number of suppliers adopting environmental and/or social conduct rules (hereinafter the ‘Supplier Indicator’).

The change between the value of the Supplier Indicator for year X and the value of the Supplier Indicator for the previous year (X-1) must be positive (> 0).

‘CEESG’: the number of certifications or assets certified with reference to sustainability standards (hereinafter the ‘Certifications Indicator’).

The change between the Certification Indicator value for year X and the Certification Indicator value for the previous year (X-1) must be positive (> 0).

‘FORDI’: the number of hours of sustainability training provided to employees/management (hereinafter the ‘Training Indicator’).

The change between the value of the Training Indicator for year X and the value of the Training Indicator for the previous year (X-1) must be positive (> 0).

Key Sustainability indicators with recommended product sectors:

(1)	EPMPS (Industry - Construction) - Percentage of secondary raw materials (i.e., raw materials production waste and materials from recycled or recovered sources) used in the production process.

(2)	EPPAC (Industry - Services) - Percentage of packaging material that is recycled or reused.

(3)	EPHYB (Industry - Services - Construction - Logistics - Transport) - Percentage of hybrid/electric vehicles in the company's fleet.

(4)	SPWOM (Industry - Services - Construction - Logistics - Transport) - Percentage of female employees.

(5)	SIRPS (Industry - Services - Construction - Logistics - Transport) - Investment in research and development (R&D) to achieve more sustainable products and technologies.

(6)	GILAW (Industry - Services - Construction - Logistics - Transport) - Legal costs in passive cases relating to anti-competitive behavior, antitrust and monopolistic practices.

Conditions for compliance with each Sector Sustainability Indicator:

‘EPMPS’ means the secondary raw materials indicator, defined as production waste raw materials and/or process materials from recycled or recovered sources (hereinafter ‘MPS indicator’), and defined as the ratio, expressed as a percentage, between the quantity (weight or volume) of secondary raw materials and the total quantity (same unit of measurement) of material used in the production process.

The change between the value of the MPS indicator for year X and the value of the MPS indicator for the previous year (X-1) must be positive (> 0).

‘EPPAC’ means the indicator of recycled and/or reused materials in packaging material (hereinafter the ‘Packaging Indicator’) and is defined as the ratio, expressed as a percentage, between the quantity (weight or volume) of recycled and/or reused packaging materials in the packaging material and the total quantity (same unit of measurement) of the packaging materials used.

Customer Acceptance

BANCO BPM S.p.A.

Parent Company of the BANCO BPM Banking Group

Registered office: Piazzo F. Meda, 4 · 20121 Milan - Tel. 02 77001

Administrative headquarters: Piazza Nogara, 2 - 37121 Verona –

Tel. 045 8675111 www.gruppo.bancobpm.it

NDG: 000015474772

DATE: 09/15/2023

The change between the value of the Packaging Indicator for year X and the value of the Packaging Indicator for the previous year (X-1) must be positive (> 0).

‘EPHYB’: the Hybrid/Electric Vehicle Indicator of vehicles in the company fleet (hereinafter ‘Vehicle Indicator’) is defined as the ratio, expressed in percentage terms, between the number of vehicles registered as hybrid or electric and the total number of company vehicles.

The change between the value of the Vehicle Indicator for year X and the value of the Vehicle Indicator for the previous year (X-1) shall be positive (> 0).

‘SPWOM’: the female employee indicator (hereinafter the ‘Woman Indicator’) is defined as the ratio, expressed in percentage terms, between the number of female employees on 31 December of the reference year and the total number of employees on that date.

if the value of the Woman Indicator is less than 50%, the change between the value of the Woman Indicator referring to 31/12 of year X and the value of the Woman Indicator referring to 31/12 of the previous year (X-1) must be positive (> 0).

If the value of the Woman Indicator is greater than or equal to 50%, the change between the value of the Woman Indicator referring to 31/12 of year X and the value of the Woman Indicator referring to 31/12 of the previous year (X-1) must not be negative (>0), i.e., the value of the Woman Indicator must be at least equal to that of the previous year.

The variation is calculated as the difference between the Woman Indicator value for Year X 31/12 and the Woman Indicator value for Year X 31/12 (X-1).

‘SIRPS’ means the indicator Investments in Research and Development (hereinafter the ‘R&D Indicator’) and is defined as the amount of investments made in Research and Development for the realization of more sustainable products and technologies in relation to the turnover achieved in the reference period, expressed in Euro per million Euro of turnover.

The change between the value of the R&D indicator for year X and the value of the R&D indicator for the previous year (X-1) must be positive (> 0).

‘GILAW’: the Legal Costs Indicator for lawsuits (hereinafter the ‘Legal Costs Indicator’) is defined as the amount of legal costs (also relative to out-of-court activities) incurred in passive cases attributable to anti-competitive, antitrust, and monopolistic behavior in relation to turnover in the reference period, expressed in Euro per million of Euro of turnover.

The change between the value of the Legal Expenses Indicator for year X and the value of the Legal Expenses Indicator for the previous year (X-1) must be negative (< 0).

Customer Acceptance

BANCO BPM S.p.A.

Parent Company of the BANCO BPM Banking Group

Registered office: Piazzo F. Meda, 4 · 20121 Milan - Tel. 02 77001

Administrative headquarters: Piazza Nogara, 2 - 37121 Verona –

Tel. 045 8675111 www.gruppo.bancobpm.it

NDG: 000015474772

DATE: 09/15/2023

Annex 3

Certificate of Sustainability

BANCO BPM SPA

[·]

[·], [·]

Subject: Certificate of Sustainability

To Financing Bank,

we refer to the loan agreement concluded on 08/10/2023 between BANCO BPM S.P.A. as the Financing Bank and the undersigned ALFASIGMA S.P.A. as the Beneficiary, of the amount of Euro 100,000,000.00 (Euro one hundred million point zero zero) (hereinafter the "Financing Agreement").

The terms indicated in this letter with a capital letter have the same meaning as the corresponding terms in the Loan Agreement.

This statement constitutes a ‘Statement of Sustainability’ within the meaning of the Financing Agreement.

With this in mind, for the purposes of the possible variation of the Spread according to article 7.1 (C) (Interest rate) of the Financing Agreement, we communicate below the value of the Sustainability Indicators with reference to the period [·] - [·]:

(a) [·] has the value of [·], therefore the target value [has] / [has not] been reached.

(b) [·] has the value of [·], therefore the target value [has] / [has not] been reached.

Yours sincerely.

[Place and date]

[Stamp and Signature of the legal representative of the Beneficiary]

Customer Acceptance

BANCO BPM S.p.A.

Parent Company of the BANCO BPM Banking Group

Registered office: Piazzo F. Meda, 4 · 20121 Milan - Tel. 02 77001

Administrative headquarters: Piazza Nogara, 2 - 37121 Verona –

Tel. 045 8675111 www.gruppo.bancobpm.it

NDG: 000015474772

DATE: 09/15/2023

Annex 4

Financing Parameters

FINANCING PARAMETERS

- the PFN/EBITDA ratio shall not exceed 2.50

- the PFN/PN ratio shall not exceed 2

The verification of the Financial Parameters referred to in this Annex 4 (Financial Parameters) will be carried out by the delivery to the Financing Bank of the Certificate of Conformity in accordance with Article 12 (Information Requirements) of the Contract.

The Financial Parameters will be calculated by the Beneficiary for each Reference Period, at the Calculation Date, on the basis of the data expressed in the consolidated financial statements of the Group, duly approved (and certified, where applicable) and delivered to the Financing Bank in accordance with Article 12 (Information Requirements) of the Agreement.

The Beneficiary acknowledges that the adoption of accounting policies other than the Accounting Policies in the preparation of the financial statements entitles the Financing Bank to make changes to both the definition and the threshold of the Financial Parameters.

FINANCIAL DEFINITIONS

‘Calculation date’: indicates 31 December of each year.

‘Financial Parameters’ means the value of the ratio of the financial indices referred to in paragraph 1 of this Annex 4 (Financial Parameters).

‘ Period of Reference’ means the period of 12 (12) months before each Calculation Date.

‘Accounting Standards’ means the International Accounting Standard (IAS)/IFRS as developed by I.A.S.B. (International Accounting Standard Board) as applicable under Italian law in the preparation of financial statements.

‘EBITDA’ means the algebraic sum of the following items at the consolidated level:

(a)

(+) revenue from sales and Other income items in the Income Statement.

(b)

(-) raw materials and consumables used, Service costs, Personnel costs, Other expenses in the Income Statement.

(c)

(+) production costs related to current leasing transactions (only for the part which relates to leasing rentals) - if considered as costs under (b) above.

(d)

(+) the fees, costs and expenses related to the Financing.

(e)

(+) extraordinary and non-recurring charges included in detail in the notes to the financial statements.

(f)

(-) extraordinary and non-recurring revenue and income included in detail in the notes to the financial statements.

‘PFN’ or ‘Net Financial Position’ means the algebraic sum of the following items, calculated at each Calculation Date at consolidated level:

(a)

(+) the following items:

(i)

the debt component of bank and other lender liabilities in current and non-current liabilities;

Customer Acceptance

BANCO BPM S.p.A.

Parent Company of the BANCO BPM Banking Group

Registered office: Piazzo F. Meda, 4 · 20121 Milan - Tel. 02 77001

Administrative headquarters: Piazza Nogara, 2 - 37121 Verona –

Tel. 045 8675111 www.gruppo.bancobpm.it

NDG: 000015474772

DATE: 09/15/2023

(ii)debt

to shareholders for loans (if not fully subordinated and deferred relative to principal and interest to the Financing).

(iii)

the "payables to banks" component of the Liabilities to banks and other lenders item in Current and non-current liabilities.

(iv)

the "payables to other lenders" component of the Liabilities to banks and other lenders item in Current and non-current liabilities.

(v)

the debt to subsidiaries component of the debts to banks and other lenders, limited to financial components.

(vi)

the debt to affiliated enterprises component of the debts to banks and other lenders, only the financial components.

(vii)

the debt to parent companies component of the debts to banks and other lenders, limited to financial components.

(b)

(+) outstanding principal payable on outstanding leasing transactions (including debt for operating lease payments still due to the lessor, if accounted for under liabilities in accordance with IFRS 16).

(c)

(-) the “cash component” of Cash and Cash equivalents in Current Assets.

(d)

(-) debt securities traded on regulated markets in the European Union and the United States and issued by public institutions, banks and/or insurance companies ich recorded under Cash and Cash equivalents.

‘PN’ or ‘Equity’ means the algebraic sum of the following items, calculated at each Consolidated Calculation Date:

(a)

(+) the Group's net equity, except for its own shares (with the express exclusion of dividends and/or reserves in the course of a distribution decision).

(b)

(+) debt arising from fully subordinated and deferred shareholder loans, as regards capital and interest, to the Financing. [to be maintained depending on the arrangements reached with the company]

Customer Acceptance

BANCO BPM S.p.A.

Parent Company of the BANCO BPM Banking Group

Registered office: Piazzo F. Meda, 4 · 20121 Milan - Tel. 02 77001

Administrative headquarters: Piazza Nogara, 2 - 37121 Verona –

Tel. 045 8675111 www.gruppo.bancobpm.it

NDG: 000015474772

DATE: 09/15/2023

Annex 5

Certificate of Conformity

BANCO BPM SPA

[·]

Subject: Certificate of Conformity

To Financing Bank,

with reference to the loan agreement concluded on [·] to [·], between BANCO BPM S.P.A., as the Financing Bank and the undersigned ALFASIGMA S.P.A., as the Beneficiary, for the amount of Euro 100,000,000.00 (Euro one hundred million point zero zero) (hereinafter the "Financing Agreement").

Terms indicated with a capital letter have the same meaning as the corresponding terms in the Loan Agreement.

This certification constitutes a "Certificate of Conformity" within the meaning of the Financing Agreement.

We hereby notify you that at the Calculation Date of [·]:

Financial Parameters

or the PFN/EBITDA ratio is [·].

or the PFN/PN ratio is [·].

The Financial Parameters listed above are, therefore, [in conformity with/] / [not in conformity with] the provisions of Annex 4 (Financial Parameters) to the Financing Agreement, in accordance with Article 13 (Obligations of compliance with the Financial Parameters) of the Financing Agreement. Please find in the Annex the details of the calculations made for the purposes of determining the Financial Parameters.

We confirm that on the date of this letter:

(A)

each of the statements referred to in Article 11 ( Statement and Warranties) of the Financing Agreement is truthful, complete, correct and accurate in all material respects.

(B)

none of the Material Events referred to in Article 16 (Material Events) of the Financing Agreement has occurred.

Yours sincerely.

[Place and date]

[Stamp and Signature of the legal representative of the Beneficiary]

[Annex: Table of the Beneficiary showing the detailed indication of the component considered for the calculation of the Financial Parameters]

Customer Acceptance

BANCO BPM S.p.A.

Parent Company of the BANCO BPM Banking Group

Registered office: Piazzo F. Meda, 4 · 20121 Milan - Tel. 02 77001

Administrative headquarters: Piazza Nogara, 2 - 37121 Verona –

Tel. 045 8675111 www.gruppo.bancobpm.it

NDG: 000015474772

DATE: 09/15/2023

Annex 6

APPLICATION FOR FUNDING NO 07220431

(Facsimile form to be printed on customer's letterhead)

Place Bologna, date 09/15/2023

BANCO BPM SPA

Centro Corporate Bologna - Romagna - Marche

Via D. Minzoni 1/G

40121 Bologna (BO)

Subject: Request for Drawdown

Responsible Financing Bank,

we refer to the Financing Agreement concluded on 15/09/2023 in Bologna, between BANCO BPM S.P.A., as the Financing Bank, and the undersigned ALFASIGMA S.P.A., as the Beneficiary, of the amount of Euro 100,000,000.00 (Euro 100 million zero zero) (hereinafter the "Financing Agreement").

Terms in capital letters have the same meaning as the corresponding terms in the Funding Agreement.

This letter constitutes a "Request for Drawdown" under the terms of the Financing Agreement.

We hereby irrevocably request the grant of a Loan Use pursuant to Article 6 (Drawdown of Financing)(B) of the Financing Agreement as follows:

Drawdown amount:

Euro 1,000,000.00 (Euro One Million/00)

Date of Use:

09/15/2023

We confirm that on the date of this letter:

the statements and warranties given pursuant to Article 11 ( Statement and Warranties) of the Financing Agreement are true, correct and complete in all material respects.;

none of the Material Events listed in Section 16 (Material Events) of the Financing Agreement has occurred.

Yours sincerely.

Bologna, 09/15/2023

[Stamp and signature of legal representative of the Beneficiary]

Customer Acceptance

BANCO BPM S.p.A.

Parent Company of the BANCO BPM Banking Group

Registered office: Piazzo F. Meda, 4 · 20121 Milan - Tel. 02 77001

Administrative headquarters: Piazza Nogara, 2 - 37121 Verona –

Tel. 045 8675111 www.gruppo.bancobpm.it

NDG: 000015474772

DATE: 09/15/2023

Annex 7

DEED OF FINANCING RECEIPT NO 07220431

Location Bologna, 09/15/2023

BANCO BPM SPA

Centro Corporate Bologna - Romagna - Brands

Via D. Minzoni 1/G

40121 Bologna (BO)

The undersigned Francesco Balestrieri, born in Padua, on 01/22/1969, tax code BLSFNC69A22G224A, not in his own right but in his capacity as CEO of the company ALFASIGMA S.P.A. with registered office in VIA DEGLI' 99 5 40133 - BOLOGNA (BO), Tax Code/VAT No. 000003432221202 (hereinafter the "Beneficiary"), duly authorized to sign this Deed pursuant to the minutes of the Board of Directors of October 28, 2018;

Whereas:

(A)

under a contract concluded on 09/15/2023 (hereinafter the ‘Financing Agreement’) between ALFASIGMA S.P.A. with registered office in VIA RAGAZZI DEL' 99 5 40133 - BOLOGNA (BO), Tax Code/VAT No. 000003432221202 (hereinafter the ‘Beneficiary’) and BANCO BPM S.P.A. (hereinafter the ‘Financing Bank’), the latter granted the Beneficiary a loan of EUR 100,000,000.00 (Euro 100 million zero zero) (hereinafter referred to as the Financing) that can be used for cash in multiple installments at the request of the Beneficiary, in any case within the Availability Period fixed by mutual agreement between the Parties;

(B)

On 09/15/2023, the Beneficiary sent a formal request to the Financing Bank for the amount of EUR 1,000,000.00 (EUR one million/00) and the Financing Bank, having verified the terms and conditions of the Financing Contract successfully, will disburse the amount today, in accordance with the terms agreed.

(C)

The Beneficiary, in accordance with Article 6 ("Use of Financing") letter (D) of the Financing Agreement, which is cited in its entirety, has undertaken to sign this Receipt Document.

(D)

terms used with a capital letter, unless otherwise defined in this document, have the same meaning as in the Loan Agreement.

now therefore, as an integral and substantive part of this Receipt Document, the Beneficiary, as represented above, declares and acknowledges the following:

declares to receive from the Financing Bank, today and with corresponding currency, the requested amount of Euro 1.000.000,00 (One million/00 Euro) from the total amount of the Financing, by crediting the IBAN Current Account IT80-D-05034-02410-00000022740 in the Branch of 0586 - Bologna Ag. 14 to the holder.

Customer Acceptance

BANCO BPM S.p.A.

Parent Company of the BANCO BPM Banking Group

Registered office: Piazzo F. Meda, 4 · 20121 Milan - Tel. 02 77001

Administrative headquarters: Piazza Nogara, 2 - 37121 Verona –

Tel. 045 8675111 www.gruppo.bancobpm.it

NDG: 000015474772

DATE: 09/15/2023

also acknowledges receipt of the updated Amortization Plan pursuant to Article 8.2 of the Financing Agreement.

issues to the Financing Bank, through the signing of this Receipt Document, a broad and releasing receipt of the total amount of Euro 1,000,000.00 (One Million Euro) received from the Financing to date, acknowledging that it is liable to the Financing Bank for that amount and obliged to repay it in accordance with the Financing Agreement, renewing its commitment to respect the Amortization Plan referred to above;

confirms, to the extent necessary, all obligations, agreements, conditions, statements and warranties contained in the Financing Agreement and, in particular, the obligation to repay the principal and to pay the accrued interest on the Financing at the agreed interest rate, at the contractually agreed due dates;

expressly declares that it will bear any expenses of any kind, including tax, related to and arising from this Receipt Document, in accordance with the terms and conditions set out in the Financing Agreement.

This letter constitutes a "Receipt Document" within the meaning of the Financing Agreement.

The Beneficiary

[Stamp and signature of legal representative of the Beneficiary]

Customer Acceptance

BANCO BPM S.p.A.

Parent Company of the BANCO BPM Banking Group

Registered office: Piazzo F. Meda, 4 · 20121 Milan - Tel. 02 77001

Administrative headquarters: Piazza Nogara, 2 - 37121 Verona –

Tel. 045 8675111 www.gruppo.bancobpm.it

Exhibit (d)(2)

CONFIDENTIALITY AGREEMENT

This Confidentiality Agreement (this “Agreement”) is entered into as of July 10, 2023 (“Effective Date”), between Intercept Pharmaceuticals, Inc., a Delaware corporation having a principal place of business at 305 Madison Avenue, Morristown, NJ 07960 (together with its subsidiaries, the “Disclosing Party”), and Alfasigma S.p.A., an Italian corporation, having an address at Via Ragazzi del ’99 n. 5, 40133 - Bologna, Italy (the “Recipient”). The Disclosing Party and the Recipient are each individually referred to in this Agreement as a “Party” and, collectively, as the “Parties”.

This Agreement is made in order for the Disclosing Party to disclose certain technical and business information to the Recipient under terms that will protect the confidential and proprietary nature of such information in connection with the evaluation, negotiation or completion of a potential negotiated transaction between the Recipient and the Disclosing Party (the “Potential Transaction”).

Evaluation Material. Subject to the limitations set forth in Section 3 hereof, all information disclosed by, or on behalf of, the Disclosing Party to the Recipient or its Representatives, whether in oral, written, graphic, or electronic form, prior to, on or after the Effective Date shall be considered the Disclosing Party’s confidential information (“Evaluation Material”). Without limiting the generality of the foregoing, Evaluation Material shall include any information, data or know-how which relates to the business, research, or products of the Disclosing Party, including, without limitation, any computer programs, software development and design, software source code or any related codes in all formats, business or software architecture, software not yet known to the public, pre-clinical and clinical data, analyses, studies, chemical applications, laboratory instruments, laboratory methods and analysis, interpretation of lab results, techniques, technology, algorithms, specifications, schematics, records, data, drawings, notes, reports, processes, formulas, methodologies, conceptual or developmental products, product plans, compilations, trade secrets, copyrights, inventions, regulatory applications, patent applications, financial information, forecasts, customer lists, business plans, or personnel, marketing or sales information. Evaluation Material also includes without limitation: (i) any physical embodiment of the Evaluation Material including, but not limited to, product samples, specimen, exhibits, or photographs thereof; and (ii) any report, analysis, compilation, study, interpretation, forecast, record or other material prepared by the Recipient or its Representatives, in whatever form maintained (whether in written, electronic or other form) to the extent containing, reflecting or based upon, in whole or in part, any Evaluation Material.

Confidentiality and Non-Use. The Recipient agrees that all Evaluation Material received under this Agreement shall be maintained in confidence. The Recipient agrees not to use the Evaluation Material for any purpose except for the evaluation, negotiation or completion of a Potential Transaction. In particular, the Recipient shall not at any time file any patent application containing subject matter that is derived from the Disclosing Party’s Evaluation Material. The Recipient shall use the same standard of care to protect the confidentiality of such information as it uses to protect its own confidential material (but in no event shall the Recipient use anything less than a reasonable standard of care). The Recipient shall limit disclosure of such information to its Representatives who have a need to know the Evaluation Material for the sole purpose of assisting in evaluating, negotiating or completing a Potential Transaction and are bound in writing by confidentiality and non-use obligations no less restrictive than those set forth herein. The Recipient shall remain responsible for any breach of this Agreement by its Representatives. The Recipient may not for any reason modify, disassemble, analyze, either chemically or using physical techniques, including but not limited to microscopic examination, or otherwise reverse engineer or attempt to reverse engineer any Evaluation Material or permit or encourage any third party to do so. The Recipient shall hold the Disclosing Party’s Evaluation Material in a secure location so as to ensure that unauthorized persons do not gain access to any Evaluation Material. The Recipient shall promptly notify the Disclosing Party in writing of any unauthorized release of, access to or use of Evaluation Material.

	Without the prior written consent of the Disclosing Party (which may be withheld by the Disclosing Party in its sole discretion), neither the Recipient nor its Representatives will disclose to any person (i) that the Evaluation Material has been furnished and/or made available to the Recipient and, if applicable, the Recipient’s Representatives, (ii) that discussions or negotiations are or were taking place concerning a Potential Transaction, including the status thereof or the termination of such discussions or negotiations, (iii) any of the terms, conditions or other facts with respect to any such Potential Transaction or the Recipient’s consideration thereof, or (iv) the existence or terms of this Agreement, except, in each case of clauses (i) through (iv), as would be required by and in accordance with the procedures of Section 4 below and solely to the extent required by applicable law, regulation or legal process.

	Without prior written consent of the Disclosing Party (which may be withheld by the Disclosing Party in its sole discretion), neither the Recipient nor its Representatives shall, directly or indirectly, initiate or maintain contact, or otherwise communicate, with any Representatives of the Disclosing Party concerning the Evaluation Material or a Potential Transaction, and neither the Recipient nor its Representatives shall, directly or indirectly, initiate or maintain contact, or otherwise communicate, with any current or former director or member of management or any employee of the Disclosing Party or any customers, vendors, suppliers or other third parties that conduct business with the Disclosing Party, or any regulatory agency or other governmental authority having jurisdiction over the Disclosing Party, concerning the Evaluation Material or a Potential Transaction, in each case, unless such contact has been consented to in advance by, and scheduled through, a Representative of the Disclosing Party identified to the Recipient for such purpose in the course of discussions or negotiations of the Potential Transaction; provided, however, that nothing in this paragraph shall prohibit or otherwise restrict the Recipient or its Representatives from contacts in the ordinary course of business consistent with past practice, not related to the Potential Transaction and without reference to the Evaluation Material or the Potential Transaction.

	As used herein, the term “Representatives” shall mean, with respect to a Party, such Party’s directors, officers, employees, and third-party attorneys, accountants, consultants and financial advisors. In addition, as used herein, the following terms shall have the following meanings: (i) the term “person” shall be broadly interpreted to include, without limitation, any corporation, limited liability company, partnership, trust, association, joint venture, unincorporated organization, group, individual or governmental entity or any department, agency or political subdivision thereof; (ii) the term “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended; and (iii) the term “Affiliate” shall have the meaning ascribed to such term under Rule 12b-2 of the Exchange Act.

3)	Limitations. Notwithstanding the preceding provisions, the obligations of the Recipient regarding confidentiality of the Evaluation Material disclosed hereunder shall not include:

information which, after disclosure, is published, becomes known publicly, or otherwise becomes part of the public domain other than as a result of disclosure of such information by the Recipient or its Representatives or by anyone to whom the Recipient or its Representatives transmit the Evaluation Material in breach of this Agreement;

information which was available to the Recipient or its Representatives on a non-confidential basis from a source other than the Disclosing Party or its Representatives provided that such source is not known by the Recipient or its Representatives to be bound by an obligation prohibiting transmission of such information to the Recipient or its Representatives;

information which becomes available to the Recipient or its Representatives on a non-confidential basis from a source other than the Disclosing Party or its Representatives, provided that such source was not known by the Recipient or its Representatives (after reasonable inquiry of such source) to be bound by an obligation prohibiting transmission of such information to the Recipient or its Representatives; or

information that is independently developed by the Recipient, as evidenced by the Recipient’s contemporaneous written records, without direct or indirect access or reference to Evaluation Material.

Mandatory Disclosures. Notwithstanding anything to the contrary set forth herein, in the event that the Recipient or any of its Representatives are requested or legally required to disclose all or any part of the Evaluation Material or any of the information which is subject to the provisions of Section 1 or 2 above by applicable law, regulation or formal legal process, the Recipient will, to the extent legally permissible (i) provide the Disclosing Party with prompt written notice of the existence, terms and circumstances surrounding such requirement so that the Disclosing Party may seek (at the Disclosing Party’s sole expense) a protective order or other appropriate remedy or waive compliance with the provisions of this Agreement and (ii) consult with the Disclosing Party on the advisability of taking legally available steps to (at the Disclosing Party’s sole expense) resist or narrow such request or requirement. In the event that such protective order or other remedy is not obtained or the Disclosing Party waives compliance with the provisions of this Agreement, the Recipient will furnish only that portion of the Evaluation Material or take only such action as, based upon the advice of the Recipient’s legal counsel, is legally required and will use commercially reasonable efforts to obtain reliable assurance that confidential treatment will be accorded any Evaluation Material (or other information required to be kept confidential pursuant to this Agreement) so furnished. The Recipient shall reasonably cooperate with any action reasonably requested by the Disclosing Party (at the Disclosing Party’s sole expense) to obtain a protective order or other reliable assurance that confidential treatment will be accorded to the Evaluation Material.

Ownership. The Disclosing Party is and will remain the exclusive owner of the Evaluation Material, and any Derivative (as defined below) thereof, whether created by the Disclosing Party or the Recipient, including all patent, copyright, trade secret, trademark, proprietary technologies, domain names, and other intellectual property rights therein and the Recipient shall acquire no rights in the foregoing. “Derivative” shall mean: (i) for copyrightable or copyrighted material, any translation, abridgement, revision or other form in which an existing work may be recast, transformed or adapted; (ii) for patentable or patented material, any modification or improvement thereon; and (iii) for material which is protected by trade secret, any new material derived from such existing trade secret material, including new material which may be protected by copyright, patent and/or trade secret. No license or conveyance of any such rights to the Recipient is granted or implied under this Agreement. The Recipient acknowledges that it has no right to disclose or use for any purpose the Residuals (as defined below) resulting from the Recipient’s access to, or work with, any Evaluation Material. “Residuals” means information in tangible, electronic or non-tangible form, which may be retained by persons who have had access to the Evaluation Material, including, but not limited to, memoranda, electronic records, ideas, concepts, software development and designs, software source code or any related codes, know-how, or techniques contained therein.

Return of Evaluation Material. Upon request by the Disclosing Party, the Recipient shall, at the Recipient’s sole discretion, promptly return to the Disclosing Party or destroy all written or tangible material containing or reflecting Evaluation Material (whether prepared by the Disclosing Party or otherwise), without, subject to the provisions set forth in this Section 6, retaining any copies, summaries, analyses, or abstracts thereof. The Recipient shall permanently delete all Evaluation Material stored electronically in the event that the Recipient decides that it does not wish to proceed with a Potential Transaction or otherwise upon the Disclosing Party’s request (such destruction to be confirmed promptly by the Recipient in writing); provided that neither the Recipient nor its Representatives will be obligated to erase Evaluation Material contained in an archived computer system backup in accordance with the Recipient’s or its Representatives’ respective security and/or disaster recovery procedures, for which destruction will follow the regular process of such procedures. The Recipient and its Representatives may retain Evaluation Material if required by law, regulation or bona fide written internal compliance procedures, provided that such Evaluation Material shall remain subject to the terms hereof. Notwithstanding the destruction and/or deletion of the Evaluation Material, the Recipient and its Representatives shall continue to be bound by the obligations of confidentiality and other applicable obligations under this Agreement.

No License. Nothing in this Agreement shall be construed as granting any right or license to the Recipient or any other party, by implication or otherwise, with respect to any Evaluation Material, except for the limited purposes set forth above. The disclosure of Evaluation Material hereunder shall not result in any right or license to the Recipient ^.or its Representatives under any patent or patent application of the Disclosing Party.

Trading Restrictions. The Recipient hereby acknowledges that it is aware (and, if applicable, that its Representatives who are apprised of this matter have been advised) that the Recipient may from time to time be in possession of material non-public information concerning the Disclosing Party. The Recipient agrees that it will, and it will cause its Representatives and Affiliates to, comply with the United States securities laws prohibiting any person who has material non-public information about a company from purchasing or selling securities of such company, or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities.

Standstill Agreement. The Recipient hereby acknowledges and agrees that the Evaluation Material is being furnished to the Recipient in consideration of the Recipient’s agreement that, for a period of eighteen (18) months from the date hereof, the Recipient shall not, and shall cause its Affiliates or its or their respective Representatives, or any other person acting on the Recipient’s behalf or at the Recipient’s or its Affiliates’ direct or indirect instruction, not to, in any manner, acting alone or in concert with others, without the prior written invitation or approval of the Board of Directors of the Disclosing Party, directly or indirectly, (i) acquire, agree to acquire or make any proposal to acquire any securities of the Disclosing Party, any option to acquire any securities of the Disclosing Party, any security convertible into or exchangeable for any securities of the Disclosing Party or any other right to acquire any securities of the Disclosing Party, (ii) seek or propose any merger, consolidation, business combination, tender or exchange offer, sale or purchase of assets or securities, dissolution, liquidation, restructuring, recapitalization or similar transactions of or involving the Disclosing Party, (iii) make, or in any way participate in, any “solicitation” of “proxies” (whether or not relating to the election or removal of directors), as such terms are used in Regulation 14A promulgated under the Exchange Act, with respect to any securities of the Disclosing Party, or seek to advise or influence any person with respect to the voting of any securities of the Disclosing Party, or demand a copy of the stock ledger list of stockholders, or any other books and records of the Disclosing Party, (iv) seek to have any candidate for nomination as a director of the Disclosing Party included in the Disclosing Party’s proxy statement pursuant to Regulation 14a-11 promulgated under the Exchange Act (if applicable), (v) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any voting securities of the Disclosing Party, (vi) otherwise act, alone or in concert with others, to knowingly seek to control or influence, in any manner, the management, Board of Directors or policies of the Disclosing Party, (vii) have any discussions or enter into any arrangements, understandings or agreements (whether written or oral) with, or advise, finance, assist or knowingly encourage, any other persons in connection with any of the foregoing, or make any investment in any other person that engages, or offers or proposes to engage, in any of the foregoing, or (viii) make any public announcement regarding any of the foregoing (except as required by law in respect of actions permitted hereby). Notwithstanding anything to the contrary in this Section 9, the Recipient shall be permitted to submit a proposal to the Board of Directors of the Disclosing Party that would otherwise be prohibited by the terms of clauses (i) or (ii) of the first sentence of this Section 9 if any such proposal is submitted to the Board of Directors of the Disclosing Party on a strictly confidential basis. The Recipient will cease to be bound by the provisions of clauses (i), (ii), (vii) and (viii) of this Section 9 upon the earliest to occur of the following (the period from the date of this Agreement until the earliest to occur of the following being the “Standstill Period”): (A) the day that is eighteen (18) months after the date hereof; (B) the Board of Directors of the Disclosing Party approves, or the Disclosing Party enters into, a transaction with any person that would result in such person beneficially owning (1) 50% or more of the Disclosing Party’s outstanding voting securities, (2) securities convertible into 50% or more of the Disclosing Party’s outstanding voting securities or (3) all or substantially all of the assets of the Disclosing Party; or (C) any person or “group” (within the meaning of Section 13(d)(3) of the Exchange Act) shall have commenced a tender offer or exchange offer for 50% or more of the Disclosing Party’s outstanding voting securities and the Board of Directors of the Disclosing Party shall have either recommended that the Disclosing Party’s stockholders tender or exchange in such offer or failed to recommend that the Disclosing Party’s stockholders reject such offer within ten (10) business days following the commencement of any such offer. Notwithstanding anything to the contrary contained herein, after the Standstill Period, the restrictions set forth in this Agreement on the use of Evaluation Material shall not prevent the Recipient from taking any action referred to in clause (i), (ii), (vii) or (viii) of this Section 9 that would otherwise be permitted after the Standstill Period; provided that nothing in this Section 9 shall detract from or alter the Recipient’s obligations under this Agreement to maintain the confidentiality of the Evaluation Material or any of the information which is subject to Sections 1 and 2 above.

10)	Authority. Each Party represents and warrants that it has the right and authority to enter into this Agreement and perform its obligations hereunder.

11)	Relationship and Disclaimer. This Agreement does not constitute or create any obligation of the Disclosing Party or its Representatives to provide any Evaluation Material or other information to the Recipient, but merely defines the duties and obligations of the Recipient and its Representatives with respect to the Evaluation Material. Neither the Disclosing Party nor its Representatives makes any representation or warranty, express or implied, as to the accuracy or completeness of the Evaluation Material. The Recipient agrees (i) to conduct its own independent investigation and analysis and (ii) that neither the Disclosing Party nor its Representatives shall have any liability to the Recipient or its Representatives resulting from the use of the Evaluation Material or the Potential Transaction other than as may be set forth in a definitive agreement between the Recipient and the Disclosing Party concerning the Potential Transaction. Notwithstanding any other provision hereof, the Disclosing Party reserves the right not to make available hereunder any information the provision of which is determined by it, in its sole discretion, to be inadvisable or inappropriate.

	The Recipient acknowledges and agrees that (i) the Disclosing Party is free to conduct the process leading up to a Potential Transaction as the Disclosing Party, in its sole discretion, may determine (including, without limitation, by negotiating with any prospective party and entering into a preliminary or definitive agreement without prior notice to the Recipient, its Representatives or any other person); (ii) the Disclosing Party reserves the right, in its sole discretion, to change the procedures relating to the Recipient’s consideration of the Potential Transaction at any time without prior notice to the Recipient, its Representatives or any other person, to reject any and all proposals made by the Recipient or any of its Representatives with regard to the Potential Transaction, and to terminate discussions and negotiations with the Recipient at any time and for any reason; and (iii) unless and until a written definitive agreement concerning the Potential Transaction has been executed, neither the Disclosing Party nor any of its Representatives will have any legal obligation or liability to the Recipient of any kind whatsoever with respect to the Potential Transaction, whether by virtue of this Agreement or any other written or oral expression with respect to the Potential Transaction or otherwise.

12)

No Solicitation. The Recipient agrees that for a period of twelve (12) months from the Effective Date, neither the Recipient nor its Representatives will directly or indirectly solicit or hire any senior employee or officer who is employed by the Disclosing Party and with whom the Recipient has contact or of whom the Recipient becomes aware in connection with the evaluation, negotiation or completion of the Potential Transaction, except pursuant to a general solicitation that is not directed specifically to any such persons.

13)

Entire Agreement and Amendments. This Agreement sets forth the complete agreement of the Parties with respect to the subject matter hereof, and expressly supersedes any prior or contemporaneous representation or agreement relating to and/or in connection with the Potential Transaction. In the event there is any conflict, inconsistency or additional obligation between this Agreement and the terms and conditions of any electronic dataroom now or hereafter applicable to a Party or its Representatives, the terms and conditions of this Agreement shall govern and constitute the terms and conditions with respect to the access of Evaluation Material by a Party and its Representatives in any electronic dataroom. This Agreement may be amended only when in writing and signed by both the Disclosing Party and the Recipient.

14)

Waivers and Severability. A waiver of a breach or violation of any provision of this Agreement shall not constitute or be construed as a waiver of any subsequent breach or violation of that provision or as a waiver of any breach or violation of any other provision of this Agreement. No waiver shall be valid unless signed in writing by the waiving Party. If any provision of this Agreement or application thereof to anyone or under any circumstances is adjudicated to be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect any other provision or application and shall not invalidate or render unenforceable such provision or application in any other jurisdiction.

15)

Assignment. The Recipient shall not assign this Agreement without the prior written consent of the Disclosing Party. Nothing in this Agreement, express or implied, is intended to confer on any person or entity, other than the Parties or their respective successors and permitted assigns, any benefits, rights or remedies.

16)

Governing Law and Jurisdiction and Remedies. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without reference to conflict of law principles. Any disputes under this Agreement shall be subject to the exclusive jurisdiction and venue of the New York state courts and the federal courts located in New York County, New York. The Parties hereby consent to the personal exclusive jurisdiction and venue of these courts. The Recipient acknowledges and agrees that in the event of any breach of this Agreement, the Disclosing Party would be immediately and irreparably harmed and could not be made whole by monetary damages. It is accordingly agreed that the Disclosing Party, in addition to any other remedy to which it may be entitled in law or in equity, shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to compel specific performance of this Agreement, without the need for proof of actual damages. The Recipient agrees to waive, and to direct its Representatives to waive, any requirements for the securing or posting of any bond in connection with such remedy.

17)

Term. This Agreement shall continue for a period of ten (10) years after the Effective Date (or, to the extent the Disclosing Party is bound by written confidentiality obligations and use restrictions to third parties that require the Disclosing Party to adhere to a longer period in order to provide certain Evaluation Material to the Recipient and its Representatives in compliance therewith, such longer period shall apply with respect to such Evaluation Material to the extent the Recipient or its Representatives receive access to such Evaluation Material and such Evaluation Material sets forth such longer period); provided that the expiration or termination of this Agreement shall in no way affect the Disclosing Party’s rights with respect to a breach by the Recipient or its Representatives of the terms of this Agreement which occurred prior to the date of such expiration or termination.

18)

Recipient’s Evaluation Material. In the event the Recipient discloses to the Disclosing Party in connection with the Potential Transaction, any of its confidential information as defined, mutatis mutandis, pursuant to Section 1 above (the “Recipient’s Evaluation Material”), the terms and conditions of this Agreement shall apply, mutatis mutandis, to such Recipient’s Evaluation Material, as they were “Evaluation Material” of the Disclosing Party, and, accordingly, the Disclosing Party shall have the same obligations of confidentiality and non-use under this Agreement with respect to such Recipient’s Evaluation Material.

19)

Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000 (e.g., www.docusign.com)) or other transmission method, and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

20)	Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned, intending to be legally bound, have duly executed this Agreement as of the Effective Date.

For: Alfasigma S.p.A.		For: Intercept Pharmaceuticals, Inc.


/s/ Anton Giorgio Failla		/s/ Andrew Saik
Signature		Signature

Name: Anton Giorgio Failla		Name: Andrew Saik

Title: Corporate Business Development Executive Director		Title: Chief Financial Officer

Exhibit 107

Calculation of Filing Fee Tables

SC TO-T

(Form Type)

INTERCEPT PHARMACEUTICALS, INC.

(Name of Subject Company (Issuer))

INTERSTELLAR ACQUISITION INC.

a wholly owned subsidiary of

ALFASIGMA S.P.A.

(Name of Filing Persons (Offerors))

Table 1: Transaction Valuation


	Transaction Valuation	Fee rate	Amount of Filing Fee

Fees to Be Paid	$972,215,432 (1)	$0.0001476	$143,499 (2)

Fees Previously Paid

Total Transaction Valuation	$972,215,432 (1)

Total Fees Due for Filing			$143,499 (2)

Total Fees Previously Paid

Total Fee Offsets

Net Fee Due			$143,499

(1)

Estimated solely for purposes of calculating the amount of the filing fee. Calculated by adding (a) 41,814,336 outstanding shares of Intercept Pharmaceuticals, Inc. (the “Company”) common stock, par value $.001 per share (collectively “Shares”), multiplied by $19.00, the offer price per Share (the “Offer Price”), plus (b) 1,344,737 Shares issuable upon the exercise of outstanding options with an exercise price less than the Offer Price, multiplied by $3.19, which is the Offer Price minus the weighted average exercise price for such options of $15.81 per Share, plus (c) 703,350 Shares subject to restricted stock units subject to performance vesting conditions granted pursuant to Company equity plans (“Company PSUs”) multiplied by the Offer Price, plus (d) 2,009,945 Shares subject to restricted stock units granted pursuant to Company equity plans, other than Company PSUs (“Company RSUs”), multiplied by the Offer Price and plus (e) 6,415,828 Shares subject to issuance pursuant to outstanding convertible notes, to the extent converted in accordance with their terms, multiplied by the Offer Price. The foregoing share figures have been provided by the issuer to the offerors and are as of September 25, 2023, the most recent practicable date.

(2)	Calculated at $147.60 per $1,000,000.00 of the Transaction Valuation in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, as modified by Fee Rate Advisory No. 1 for fiscal year 2024.