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DOA_HPL.UBS-NOVAVIS
DOA_HPL.UBS-NOVAVIS
BETWEEN
HESSDÖRFER GMBH
REPRESENTED BY: Mr. KAY-PETER HÜCK
AND
NOVAVIS MEDICAL AG
REPRESENTED BY: Mr. MARCUS FRIDRICH JENSEN
THIS SERVICE AGREEMENT IS A LEGAL AGREEMENT BETWEEN SENDER AND RECEIVER. PLEASE READ THIS AGREEMENT
CAREFULLY. BOTH PARTY ARE HEREBY AGREE TO BE LEGALLY BOUND BY THIS AGREEMENT. THIS MEANS THAT, BY
INVESTMENT & PARTNERSHIP COOPERATION BOTH ACCEPTS ALL TERMS AND CONDITIONS OF THIS AGREEMENT
UNCONDITIONALLY.
Party A P a g e 1 | 14 P a r t y B / R e c elv er
Agreement Number: 020-020052024/MT103/EUR200M
SWIFT CODE:
DEUTDEDB502
ACCOUNT NUMBER:
KAY-PETER HUCK
BANK OFFICER:
REF.:
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Agreement Number: 020-020052024/MT103/EUR200M
On the other, both together and individually hereinafter referred to as the "Parties”, conclude an agreement of such content,
hereinafter referred to as the Agreement.
WHEREAS:
Whereas the Parties hereto are desirous of entering into this Agreement for the purpose of developing own investment
projects contemplated herein for the mutual benefit only and not for other purposes whatsoever.
Whereas both Parties hereto warrant that the currencies to be transacted, for making investments,
are all good, clean and cleared funds of non-criminal origin, without any traces of illegality or
unlawfulness whatsoever.
Whereas each Party hereto declare that it is legally empowered, fully authorized to execute and accept this agreement, as
well as agrees to be bound by its terms and conditions under the penalty and other consequences.
Whereas Investor through its fiduciary bank, where the final agreements will be lodged in and assigned to, confirms and
warrants that it has the financial capacity of euro funds and euro funds to transact under this Agreement.
Whereas the Parties hereto with full corporate responsibility, under the penalty of perjury, declare that they will upon the
execution of this Agreement complete the transaction contemplated herein, except on circumstances of force majeure and
government sanctions, if such appear. The parties hereto shall not be liable for any failure to perform under the “force
majeure” provisions of the ICC, Paris.
Whereas both Parties herein agree that each Party has the full right to use and choose whatever company more suitable to
carry out this assignment, to successfully complete the present transaction.
1. THE SUBJECT OF THE AGREEMENT:
1.1. In accordance with the provisions of this Agreement and the general principles and regulations for the management
of the management of the financial resources the Investor instructs, and the “Developer” undertakes to manage
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Agreement Number: 020-020052024/MT103/EUR200M
TYPE OF FUNDS: M0
CURRENCY € (EURO)
TOTAL FACE VALUE: € 1,500,000.00 (ONE MILLION FIVE HUNDRED THOUSAND EUROS)
FIFTH TRANCHE: € 49,000,000.00 (FORTY NINE MILLION EUROS) with possible Roll & Extension
PAYMENT MODE & DURATION Swift Wire Transfer, Within Three (3) Banking Day Upon Receipt and Clearing of The Funds.
ALL TRANSFER INSTRUCTIONS SHALL STATE: “FUNDS ARE CLEAN AND CLEAR, OF NON-CRIMINAL
SPECIAL REMARKS:
ORIGIN”
NOTE PAYMENT OF THE PRIJECT WITHIN 48 HOURS AFTER FUNDS ON AVAILABLE BALANCE
Party-B will withdraw the funds, Disbursement according to the terms and conditions in this agreement to party A and as
well to all party’s involved on this PGL the tranche in the amount of € 200,000,000.00 (Two Hundred Million Euros), NON-
RECALLABLE CASH TRANSFER through SWIFT AUTOMATIC MT103 DIRECT CASH TRANSFER.
6. INVESTMEN PERIOD:
Period of the Investment is Six (6) years.
9. CODES OF IDENTIFICATION:
9.1. The Parties agree that all documents related to the transactions bear the codes listed on page 01 of this Agreement
and that the said codes remain unchangeablewithin this Agreement duration, including all rollovers, extensions and
additions.
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Agreement Number: 020-020052024/MT103/EUR200M
10. COMMUNICATION:
10.1. Communication with banks will be limited to communication between theDonor's bank and the Receiver's bank
and only between authorized officials / representatives of the bank, including the heads of the Donor and the
Receiver, duringthe completion of this transaction. No communication with any other party is permittedwithout the
prior written consent of the named account holders.
Any notice sent under this Agreement from one of the Parties to the other must be inwriting and delivered by fax
to a telefax number or by e-mail to the e-mail address ofthe respective Party, as specified in this document. The
parties agree that confirmed copies of an e-mail or telefax are considered legally binding originals of documents.
Scanned and emailed copies of this Agreement and the exchange of correspondence, scanned and emailed in the
form of photographs, and the exchange of correspondenceduly signed and / or executed are considered originals,
are binding and are consideredoriginals and suitable for any legal purpose. ...
10.2. EDT - Electronic Transmission of Documents and Copies: This Agreementmay be executed in multiple copies at
different times and in different places, each of which is considered original and binding. All facsimile / electronic
transmissions / messages, including electronic signatures, relating to this Agreement and which are mutually
accepted by the Parties are considered to be legally binding and enforceable documents at the time of the
transaction. Where applicable, this Agreement:
1) Incorporated US Public Law 106-229, the Electronic Signature in International and National Trade Act, or
other applicable law consistent with the UNCITRAL Model Law on Electronic Signature (2001);
2) Agreement on Electronic Commerce (ECE / TRADE / 257, Geneva, May 2000), adopted by the United
Nations Center for the Promotion of Trade and Electronic Business (UN / CEFACT); 3) All documents
submitted electronically must comply with European Community Directive 95/46 / EEC, as applicable.
11. VALIDITY:
11.1. Once both Parties sign this Agreement the transaction shall begin within three (3) banking days or sooner, excluding
Saturdays and Sunday and any bank holidays.
signatories, their heirs, successors and assigns, agents, principals, attorneys and all associated partners involved in
this Agreement/contract/transaction.
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Agreement Number: 020-020052024/MT103/EUR200M
SIGNED & ACCEPTED FOR AND BEHALF OF THE SIGNED & ACCEPTED FOR AND BEHALF OF THE
PARTY A / INVESTOR / SENDER PARTY B / DEVELOPER / RECEIVER
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Agreement Number: 020-020052024/MT103/EUR200M
Party A P a g e 10 | 14 P a r t y B / R e c e Iv e r
Agreement Number: 020-020052024/MT103/EUR200M
Party A P a g e 11 | 14 P a r t y B / R e c e Iv e r
Agreement Number: 020-020052024/MT103/EUR200M
Party A P a g e 12 | 14 P a r t y B / R e c e I ver
Agreement Number: 020-020052024/MT103/EUR200M
SIGNED & ACCEPTED FOR AND BEHALF OF THE SIGNED & ACCEPTED FOR AND BEHALF OF THE
PARTY A / INVESTOR / SENDER PARTY B / DEVELOPER / RECEIVER
DATE OF ISSUE:
29 SEPT 2014 DATE OF ISSUE: 20.06.2017
DATE OF ENDING: 28 SEPT 2024 DATE OF ENDING: 19.06.2027
COUNTRY OF ISSUE: Italy COUNTRY OF ISSUE: Germany
**END OF AGREEMENT**
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