Dated 16 November 2022 Subordinated Loan Agreement between

1.

2.

3.

4.

5.

6.

7.

8.

9.

10.

11.

12.

13.

14.

15.

16.

17.

18.

19.

20.

21.

22.

23.

24.

25.

26.

27.

28.

Schedule 1 Utilisation Request

Schedule 2 Conditions Precedent

Alvogen Lux Holdings S.à ▇.▇., a private limited liability company (société à responsabilité limitée) incorporated and existing under the laws of the Grand Duchy of Luxembourg, having its registered office at ▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇, Grand Duchy of Luxembourg, and registered with the Luxembourg Trade and Companies’ Register under number B 149045 (the “Original Lender” and “Rollover Lender”); and

Alvotech, a public limited liability company (société anonyme) incorporated and existing under the laws of the Grand Duchy of Luxembourg, having its registered office at ▇, ▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Companies’ Register under number B258884 (the “Borrower” and “Rollover Borrower”).

Definitions and Interpretation

the amount of its participation in any outstanding Utilisations under that Facility; and

in relation to any proposed Utilisation, the amount of its participation in any other Utilisations that are due to be made on or before the proposed Utilisation Date.

in relation to the Original Lender, $112,500,000 and the amount of any other Commitment transferred to it under this Agreement; and

in relation to any other Lender, the amount of any Commitment transferred to it under this Agreement,

such Equity Issuance shall be on terms that do not and are not reasonably likely to adversely affect the interests of the Bondholders under the Bond Documents;

such Equity Issuance shall constitute Subordinated Indebtedness (as defined in the Intercreditor Agreement), and (to the extent such document or instrument relating to an Equity Issuance includes a maturity date), shall have a maturity date and, if applicable, a first amortisation payment date no earlier than the Final Maturity Date;

the creditor under such Equity Issuance shall execute and deliver to the Security Trustee an accession undertaking substantially in the form of schedule 2 of the Intercreditor Agreement pursuant to which such holder accedes to the Intercreditor Agreement as a Subordinated Creditor (as defined in the Intercreditor Agreement);

the terms of such Equity Issuance shall provide that all interest, fees and premium (and any similar amounts payable in connection with such Equity Issuance) due and payable to the creditors thereof (excluding any costs and expenses of professional advisors, stamp, registration and other Taxes incurred in connection therewith up to an aggregate amount not exceeding 0.5% of the aggregate principal amount of such Equity Issuance) (if any) shall be capitalized and added to the principal amount of such Equity Issuance to be paid at maturity (i.e. paid solely in the form of pay-in-kind);

the Equity Issuance shall have an all-in-yield cap (inclusive of interest, margin, fees (including upfront fees), original issue discount, premium and all other amounts payable thereunder or in connection therewith (excluding any costs and expenses of professional advisers, stamp, registration and other Taxes incurred in connection therewith and any indemnity thereof) of 17.5% per annum; and

any baskets, ratios, thresholds, permissions and tests set out in the definitive documentation or otherwise (including the general covenants and/or events of default (however described)) relating to any such Equity Issuance shall be set with a cushion or headroom (as applicable) of not less than 15% against the same or equivalent baskets, ratios, thresholds, permissions and tests set out in general covenants and/or events of default (however described) of the Alvotech Bonds (and shall retain the equivalent cushion or headroom as immediately prior to any amendment of the Alvotech Bonds (if applicable)).

the aggregate amount of the Net Proceeds of all New Equity Issuances received by the Borrower is not less than US$75,000,000 by (and including) 15 December 2022; and

the aggregate amount of the Net Proceeds of all New Equity Issuances received by the Borrower is not less than US$150,000,000 by (and including) 31 March 2023,

prior to the Interest Rate Step Down Date, 17.5% per annum; and

on and following the Interest Rate Step Down Date only, 15.0% per annum.

the principle that certain remedies may be granted or refused at the discretion of the court, the limitation of enforcement by laws relating to bankruptcy, insolvency, liquidation, reorganisation, court schemes, moratoria, administration and other laws generally affecting the rights of creditors and secured creditors;

the time barring of claims under applicable limitation laws (including the Limitation Acts) and defences of acquiescence, set off or counterclaim and the possibility that an undertaking to assume liability for or to indemnify a person against non payment of stamp duty may be void;

the principle that additional interest imposed pursuant to any relevant agreement may be held to be unenforceable on the grounds that it is a penalty and thus void;

the principle that a court may not give effect to an indemnity for legal costs incurred by an unsuccessful litigant;

similar principles, rights and defences under the laws of any relevant jurisdiction; and

the principles of private and procedural laws of any relevant jurisdiction which affect the enforcement of a foreign court judgment.

any Original Lender; and

any bank, financial institution, trust, fund or other entity which has become a Party as a Lender in accordance with Clause 23 (Assignment),

such Equity Issuance is completed during the 12 month period commencing on (and including) the Effective Date (the “New Equity Issuance Period”); and

any Equity Issuance in respect of which the issue price for the additional shares issued is not less than US$5.00 per share, or, as applicable, the conversion price applicable to the convertible bond(s) granted, is not less than US$10.00 per share (provided that, the conversion price in effect and the number of ordinary shares to be converted upon the exercise of the conversion rights shall be subject to adjustment from time to time as a result of a stock split, stock dividend, recapitalization or similar transactions, in each case, to be adjusted pursuant to the terms to be set out in the definitive documentation relating to such convertible bonds) (the “New Equity Issuance Price Condition”).

Construction

In this Agreement:

the Loan or any amount hereunder is outstanding unless it has been (re)paid in full;

a Clause shall, subject to any contrary indication, be construed as a reference to a clause under this Agreement;

include or including shall not imply any limitation;

taxes include all present and future income and other taxes, levies, assessments, imposts, deductions, charges, duties, compulsory loans and withholdings on account of tax wherever imposed by any supranational, governmental, federal, state, provincial, local governmental or municipal taxing authority, body or official (together with any related interest, penalties, fines and surcharges) and tax and taxation shall be construed accordingly;

this Agreement or any other agreement or document shall, where applicable, be deemed to be a reference to this Agreement or agreement or document as the same may have been, or may from time to time be, extended, prolonged, amended or supplemented in accordance with its terms;

references in this Agreement to statutory provisions shall (where the context so admits and unless otherwise expressly provided) be construed as references to those provisions as amended, consolidated, extended or re-enacted from time to time (whether before or after the date of this Agreement);

words denoting the singular number only shall include the plural number and vice versa. Words denoting persons shall include that person’s legal personal representatives, or corporations, associations or partnerships; and

headings are inserted for convenience only and shall not affect the interpretation of this Agreement.

“$”, “US$”, “USD” and “US Dollars” mean the lawful currency for the time being of the United States of America.

“ISK” means the lawful currency for the time being of Iceland.

Conformity to Alvogen Facility Minimum Terms

Intercreditor Agreement/Subordination

The parties acknowledge that this Agreement and the Liabilities are subject to the terms of the Intercreditor Agreement. Notwithstanding any other provisions in this Agreement, no payment of principal, interest or any other amount may be made and no right of set off may be exercised in respect of the Liabilities, except to the extent permitted by the terms of the Intercreditor Agreement.

The Borrower and the Lender(s) agree that the Liabilities are Subordinated Indebtedness (as such term is defined in the Intercreditor Agreement).

Conditions Precedent

The Effective Date has occurred and the Original Lender has received all of the executed documents and other evidence of the Effective Date (including the Alvotech Financing, Aztiq Facility Contribution) or receipt of such documents and evidence has been waived by the Majority Lenders;

no Default is continuing or would result from the proposed Utilisation;

a Successful New Capital Increase has not occurred; and

all the representations in Clause 15 (Representations) are true.

The Facility

Subject to the terms of this Agreement, the Lender makes available to the Borrower a term loan facility in an aggregate amount equal to the Total Commitments (the “Facility”).

The Available Commitments under the Facility shall immediately be cancelled upon the occurrence of an Event of Default.

Utilisation

Delivery of a Utilisation Request

Completion of a Utilisation Request for Loans

Each Utilisation Request for a Loan is irrevocable and will not be regarded as having been duly completed unless:

the proposed Utilisation Date is a Business Day within the Availability Period;

the currency and amount of the Utilisation comply with Clause 6.3 (Currency and Amount); and

the proposed Interest Period complies with Clause 12 (Interest).

Currency and Amount

The currency specified in a Utilisation Request must be in USD;

The amount of the proposed Utilisation must be:

in respect of a Cash Loan on the Closing Date, in a minimum amount of $50,000,000; and

not more than the Available Facility.

Lenders’ Participation

If the conditions set out in this Agreement have been met, each Lender shall make its participation in the Cash Loan available on the Utilisation Date.

On the Utilisation Date, each Lender shall transfer their participation in any Cash Loan to the Alvotech Account.

The amount of each Lender’s participation in each Loan will be equal to the proportion borne by its Available Commitment to the Available Facility.

Limitations on Utilisations

The Borrower may not deliver a Utilisation Request if as a result of the proposed Utilisation more than one Cash Loan or one Rollover Loan would be outstanding.

Rollover of Loans

In relation to the Rollover Lender, on the date hereof, each of the parties hereto acknowledge and agree that:

the Rollover ▇▇▇▇▇▇’s participation in the Existing Shareholder Loans will be deemed to have been prepaid in an amount equal to the Rollover Lenders’ respective Rollover Amount and the Rollover Lender hereby agrees reduce the amount outstanding under the Existing Shareholder Loans at that time by an amount equal to the Rollover Amount; and

the principal amount of Loans outstanding under this Agreement shall be deemed to be increased by the Rollover Lenders’s respective Rollover Amount, such that on the date hereof the aggregate Loans advanced by the Original Lender shall be $62,500,000 notwithstanding that, as of the date hereof, no cash amounts have been advanced to the Borrower in respect of any Utilisation (such advance, the “Rollover Loan”); and

the Rollover Loan shall constitute one Loan for the purposes of this Agreement.

The amount which the Rollover Borrower (in its capacity as such) is obliged to pay to the Rollover Lender in prepayment of the Existing Shareholder Loans will be satisfied by virtue of such Rollover Lender’s Existing Shareholder Loans being deemed to be prepaid in an amount equal to that Rollover Lender’s Rollover Amount pursuant to paragraphs (a)(i) and (a)(ii) above and each Rollover Lender acknowledges that it will not be entitled to receive any payment in respect of the Existing Shareholder Loans except as provided under this Agreement.

Upon the advance of the Rollover Loan, the Rollover Lender acknowledges that all amounts outstanding under the Existing Shareholder Loans have been fully repaid and the Rollover Lender and the Borrower hereby agree that the Existing Shareholder Loans shall be immediately and irrevocably terminated.

For the avoidance of doubt:

the Original Lender’s Available Commitments shall be reduced by the Rollover Amount, and following the Rollover the Original Lender’s Available Commitment shall be $50,000,000; and

not more than one Rollover Loan may be outstanding under this Agreement.

Successful New Capital Increase

In the event that a Successful New Capital Increase has occurred, then the Borrower shall, within 30 Business Days of 15 December, 2022, offer the Original Lender the right to convert any amount outstanding under this Agreement into New Capital Increase Securities on a dollar-for-dollar basis at the issue price of such New Capital Increase Securities (the “New Capital Increase Offer”).

If, within 15 Business Days of the New Capital Increase Offer (the “Offer Acceptance Period”), the Original Lender accepts the New Capital Increase Offer, the Borrower shall procure that the outstanding Loans under this Agreement as at the last day of the Offer Acceptance Period are exchanged for New Capital Increase Securities no later than the date falling 10 Business Days after the last date of the Offer Acceptance Period.

Purpose

Repayment

Subject to Clause 3 (Intercreditor Agreement/Subordination) and Clause 11 (Mandatory Prepayment) and the terms of the Intercreditor Agreement, the outstanding Loans shall be repaid (together with all interest and all other amounts accrued under this Agreement) by the Borrower on the Final Maturity Date.

Subject to Clause 3 (Intercreditor Agreement/Subordination) and Clause 11 (Mandatory Prepayment) and the terms of the Intercreditor Agreement, and provided either (i) the Alvotech Bonds have been fully repaid in accordance with the terms of the Alvotech Bond Instruments or (ii) such prepayment or repayment is permitted in accordance with the terms of the Alvotech Bond Instruments, the Loan may be repaid by the Borrower in whole or in part (together with interest accrued on the amount repaid) at any time, provided the Borrower has given not less than 5 Business Days’ notice to the Lender (or such shorter period as may be agreed between the Lender and the Borrower).

Mandatory Prepayment

If an Alvotech Bond Redemption has occurred:

the Borrower will promptly notify the Lender upon becoming aware of that event; and

upon such notification, all Cash Loans, together with accrued interest, and all other amounts accrued under this agreement, shall become due and payable immediately.

If the Alvotech Financing has not occurred within 2 Business Days of the first Utilisation Date (a “Bondholder Funding Default”):

the Borrower will promptly notify the Lender upon becoming aware of that event; and

all outstanding amounts of the Loans, together with accrued interest, and all other amounts accrued under this agreement, shall become due and payable immediately.

If a Successful New Capital Increase occurs:

the Borrower will promptly notify the Lender upon becoming aware of that event; and

upon such notification, all Cash Loans, together with accrued interest, and all other amounts accrued under this agreement, shall become due and payable immediately.

Interest

Calculation of Interest

Payment of Interest

Default Interest

If the Borrower fails to pay any amount payable by it under this Agreement on its due date, interest shall accrue on the overdue amount from the due date up to the date of actual payment (both before and after judgment) at a rate which, subject to paragraph (b) below, is 1 per cent. higher than the rate which would have been payable if the overdue amount had, during the period of non-payment, constituted a Loan in the currency of the overdue amount for successive Interest Periods, each of a duration selected by the Majority Lenders (acting reasonably). Any interest accruing under this Clause 12.3 shall be immediately payable by the Borrower on demand by the Majority Lenders.

If any overdue amount consists of all or part of a Loan which became due on a day which was not the last day of an Interest Period relating to that Loan:

the first Interest Period for that overdue amount shall have a duration equal to the unexpired portion of the current Interest Period relating to that Loan; and

the rate of interest applying to the overdue amount during that first Interest Period shall be 1 per cent. higher than the rate which would have applied if the overdue amount had not become due.

Default interest (if unpaid) arising on an overdue amount will be compounded with the overdue amount at the end of each Interest Period applicable to that overdue amount but will remain immediately due and payable.

All-in Yield Cap

For so long as the Alvotech Bonds are outstanding, all amounts (other than principal) payable under this Agreement or otherwise in relation to the Facility shall be subject to a cap on all-in yield at the rate of 17.5% per annum (the “Cap”) and any amount expressed to accrue which would result in the Cap being exceeded shall be reduced by such amount as is necessary to ensure that the Cap is not exceeded provided that, notwithstanding the foregoing, the Cap shall not apply to any Loans to the extent of any increased amounts payable as a result of the application of Clause 16.5 (Most Favoured Nation) solely to the extent such MFN Securities are either (i) permitted to be issued under the terms of the Alvotech Bonds or (ii) consented to in writing by the Bondholders, in accordance with the terms of the Alvotech Bonds.

Any amount so reduced pursuant to paragraph (a) above, shall for the avoidance of doubt be cancelled and shall not be payable.

Tax Gross-Up

The Borrower must make all payments to be made by it under this Agreement without any Tax Deduction, unless a Tax Deduction is required by law.

If the Borrower or the Lender is aware that the Borrower must make a Tax Deduction (or that there is a change in the rate or the basis of a Tax Deduction), it must notify the other Party promptly.

If a Tax Deduction is required by law to be made by the Borrower, the amount of the payment due from the Borrower will be increased to an amount which (after making the Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required.

A payment to a Lender who is not an Original Lender shall not be increased under paragraph (c) above by reason of a Tax Deduction on account of Tax imposed by Luxembourg if, on the date on which the payment falls due:

such Tax Deduction is required by virtue of the so called Luxembourg Relibi Law dated 23 December 2005, as amended; or

the Borrower making the payment is able to demonstrate that the payment could have been made to the Lender without the Tax Deduction had that Lender complied with its obligations under paragraph (e) below and has completed all necessary procedural formalities required under the laws of Luxembourg to receive such interest without a Tax Deduction.

The Lender and the Borrower shall co-operate in completing any procedural formalities necessary for the Borrower to obtain authorisation to make a payment without a Tax Deduction.

Payments

All payments by a Party under this Agreement shall be paid when due and must be made to the relevant Party to its account at such office or bank as the other Party may notify to such Party for this purpose and such transfer shall discharge the obligations, in respect of the relevant amount, of the relevant Party in respect of the payment(s).

Each payment by the Borrower under this Agreement shall be made without set-off or counterclaim on the due date in USD in immediately available, freely transferable cleared funds.

If a payment under this Agreement is due on a day which is not a Business Day, the due date for that payment will instead be the next Business Day and the extension of time shall be reflected in calculating any interest on the Loan.

No Loan which has been repaid under this Agreement may subsequently be re-borrowed.

Representations

Status

It is a société anonyme duly incorporated and validly existing under the laws of its jurisdiction of the Grand Duchy of Luxembourg.

It has the power to own its assets and carry on its business substantially as it is now being conducted.

Binding Obligations

Non Conflict with Other Obligations

any law or regulation applicable to it to an extent which has or is reasonably likely to have a Material Adverse Effect;

its Constitutional Documents in any material respect; or

any agreement or instrument binding upon it or any of its respective assets, to an extent which has or is reasonably likely to have a Material Adverse Effect or constitute a termination event (however described) under any such agreement or instrument which has or is reasonably likely to have a Material Adverse Effect.

Power and Authority

It has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, each of the Transaction Documents to which it is a party or will be a party and to carry out the transactions contemplated by those Transaction Documents.

It has received and obtained all necessary consents and approvals from any relevant corporate bodies (including, any relevant advisory committee and/or shareholder agreement (if any)) to enter into the Transaction Documents to which it is a party and to perform its obligations thereunder in order to:

enable the Borrower to incur any indebtedness under the Transaction Documents; and

enable the Borrower to issue any securities under the Transaction Documents.

Validity and Admissibility in Evidence

to enable it lawfully to enter into, exercise its rights and comply with its obligations under the Transaction Documents to which it is a party;

to make the Transaction Documents to which it is a party admissible in evidence in its jurisdiction of incorporation; and

carry on its business save to the extent failure to do so would not reasonably be expected to have a Material Adverse Effect,

Governing Law and Enforcement

Subject to the Legal Reservations, the choice of governing law of the Transaction Documents as expressed in such Transaction Document will be recognised in its jurisdiction of incorporation.

Subject to the Legal Reservations, any judgment obtained in relation to a Transaction Document in the jurisdiction of the governing law of that Transaction Document will be recognised and enforced in its jurisdiction of incorporation.

Insolvency

No Default

No Event of Default (or, when this representation is made on the date of this Agreement, no Default) has occurred and is continuing or could reasonably be expected to result from any Utilisation or the entry into or the performance of any Transaction Document.

To the best of the knowledge and belief of the Borrower (having made due and careful enquiry), no event has occurred and is continuing which constitutes a default or termination event (howsoever described) under any Alvotech Bond Instrument or any agreement to which it is party and which has or could reasonably be expected to have a Material Adverse Effect.

Repetition

Affirmative Undertakings

Authorisations and Consents

carry out the transactions contemplated by the Transaction Documents to which it is a party and to ensure that, subject to the Legal Reservations, its obligations under the Transaction Documents to which it is party are valid, legally binding and enforceable; and

carry on its business save to the extent failure to do so would not reasonably be expected to have a Material Adverse Effect.

Maintenance of Status and Authorisation

ensure that it has the right to conduct its business and will obtain and maintain all material consents and make all material filings necessary for the conduct of such business and take all steps necessary to ensure that the same are in full force and effect, save where non compliance would not reasonably be expected to have a Material Adverse Effect; and

comply with all laws and regulations binding upon it save where non compliance would not reasonably be expected to have a Material Adverse Effect.

Constitutional Documents

Centre of Main Interests

Most Favoured Nation

The Borrower shall not, and shall ensure that none of its Affiliates shall, issue or amend any MFN Securities such that they have a yield greater than the yield applicable to the Facility, unless the Interest Rate of the Facility is increased so that the yield applicable to the MFN Securities does not exceed the increased yield for the Facility.

If any securities (including any convertible securities) (each “Right of First Refusal Securities” are raised by the Borrower (other than the Aztiq CB):

the Borrower shall inform each of the Lenders of its intention to raise Right of First Refusal Securities and the terms on which it proposes to issue such Right of First Refusal Securities;

any Lender which wishes to become a holder in respect of any Right of First Refusal Securities proposed shall, within 10 Business Days (the “Offer Period”), notify the Borrower that it offers to exchange all or any part of its Commitments (together with accrued interest thereon and all other amounts accrued or outstanding) hereunder for Right of First Refusal Securities on a dollar-for-dollar basis (an “Offer”);

the Borrower shall, upon expiry of the Offer Period, issue each Lender who made an Offer (an “Right of First Refusal Securities Lender”), on a first priority basis, commitments equal to the amount set out in the Offer in respect of the Right of First Refusal Securities (but for the avoidance of doubt, in the event of over-subscription, each Right of First Refusal Securities Lender shall receive a pro-rata share of the amount of their Offer) (such amount, after any adjustment, the “Right of First Refusal Amount”;

any Right of First Refusal Securities ▇▇▇▇▇▇’s participation in the Facility will be deemed to have been prepaid by an amount equal to the Right of First Refusal Securities ▇▇▇▇▇▇’s respective Right of First Refusal Amount;

if the Borrower changes any economic or other material term on which it proposes to issue such Right of First Refusal Securities, the Borrower shall be required to re-approach the Lenders with an updated Offer, and the Offer Period shall reset (unless, for the avoidance of doubt, if the proposed issuance is abandoned and no Right of First Refusal Securities are issued); and

the Borrower shall not issue any Right of First Refusal Securities until the Offer Period applicable to such Right of First Refusal Securities has expired.

Appointment of Agent

Anytime after the 15 December 2022 and upon notice that the Original Lender wishes to assign any of its rights or transfer (including by way of novation) any of its rights and obligations in accordance with Clause 23 (Assignment), the Borrower shall promptly appoint an Agent (the “Prospective Agent”) acceptable to the Original Lender (acting reasonably), and pay any reasonable related fees and expenses incurred in respect of the appointment of the Prospective Agent (such appointment, the “Agency Appointment”).

The Borrower shall consent to any conforming changes or amendment to be made to this Agreement reasonably demanded by either the Prospective Agent or the Original Lender to facilitate the Agency Appointment.

Aztiq CB

Prior to satisfaction of the 2022 Alvogen Lux Shareholder Loans Repayment Conditions:

if a Successful New Capital Increase occurs, the Borrower shall not effect nor permit the repayment or prepayment (including payment of any fees, interest or similar payments due thereunder) of any amount payable under or in respect of the Aztiq CB until the Cash Loans have been repaid; and

if a Successful New Capital Increase has not occurred or after the repayment in full of the Cash Loans, the Borrower shall apply any repayment or prepayment of the Loans and the Aztiq CB on a pro-rata basis.

On and following the satisfaction of the 2022 Alvogen Lux Shareholder Loans Repayment Conditions:

the Borrower shall not effect nor permit the repayment or prepayment (including payment of any fees, interest or similar payments due thereunder) of any amount payable under or in respect of the Aztiq CB until the Rollover Loans have been repaid; and

after the repayment in full of the Rollover Loans, the Borrower shall apply any repayment or prepayment of the Loans and the Aztiq CB on a pro-rata basis.

Condition Subsequent

Anti-Layering

is secured or expressed to be secured by Transaction Security (as such term is defined in the Intercreditor Agreement) on a basis junior to the Alvotech Bonds (or any other Secured Obligations);

is expressed to rank or rank so that it is subordinated to the Alvotech Bonds (or any other Secured Obligations) but are senior to the Liabilities;

is contractually subordinated in right of payment to the Alvotech Bonds (or any other Secured Obligations) and senior in right of payment to the Liabilities; or

is expressed to rank or rank so that it is pari passu or senior in right of payment or in right of priority to the Liabilities, other than the Senior Bonds, the Saemundargata Loansand the Aztiq CB,

Events of Default

Payment Default

Other Obligations

The Borrower fails to observe or perform any of its obligations or does not comply with any provision of the Transaction Documents.

No Event of Default will occur under paragraph (a) above if such failure to observe or perform or comply is capable of remedy and is remedied within 10 Business Days from the earlier of (i) the Borrower becoming aware of the failure to comply and (ii) the giving of notice by the Majority Lenders in respect of such failure.

Misrepresentation

Any representation, warranty or written statement made or deemed to be made by the Borrower in any of the Transaction Documents or any other document delivered by or on behalf of the Borrower under or pursuant to any of the Transaction Documents is or proves to be incorrect or misleading when made or deemed to be made (or when repeated or deemed to be repeated).

No Event of Default will occur under paragraph (a) above if the circumstances giving rise to that misrepresentation are capable of remedy and are remedied within 10 Business Days of the earlier of (i) the Borrower becoming aware of such misrepresentation and (ii) the giving of notice by the Majority Lenders in respect of such misrepresentation.

Invalidity and Unlawfulness

Any provision of any Transaction Document is or becomes invalid or (subject to the Legal Reservations) unenforceable for any reason or shall be repudiated or the validity or enforceability of any provision of any Transaction Document shall at any time be contested by the Borrower and this, individually or cumulatively, could reasonably be expected to materially adversely affect the interests of the Lender under the Transaction Documents.

At any time it is or becomes unlawful for the Borrower to perform any of its obligations under any of the Transaction Documents or any subordination under the Intercreditor Agreement is or becomes unlawful, and this individually or cumulatively could reasonably be expected to materially adversely affect the interests of the Lender under the Transaction Documents.

Any obligation or obligations of the Borrower under any Transaction Document is or are not or cease or ceases to be (subject to the Legal Reservations) legal, valid, binding or enforceable and the cessation individually or cumulatively could reasonably be expected to materially adversely affect the interests of the Lender under the Transaction Documents.

Insolvency

The Borrower or member of the Group;

is unable (or declared to be unable under any applicable law) or admits inability to pay its debts as they fall due (in each case other than solely as a result of its balance sheet liabilities exceeding its balance sheet assets except where the same would result in or require the taking of any corporate action, legal proceedings, insolvency filing, cessation of trading and/or any other procedure or steps referred to in Clauses 18.6 (Insolvency Proceedings) to 18.8 (Similar Events Elsewhere) (each inclusive));

ceases or suspends making payment on any of its debts or publicly announces an intention to do so; or

by reason of actual or anticipated financial difficulties commences negotiations with one or more of its groups of financial creditors or class of financial creditors generally (other than negotiations with the Lender) with a view to the general readjustment or rescheduling of its indebtedness or makes a general assignment for the benefit of or a composition with one or more of its groups or class of financial creditors.

A moratorium is declared in respect of the indebtedness of the Borrower or member of the Group.

Insolvency Proceedings

Any formal corporate action or legal proceeding is taken in relation to:

the suspension of payments, a moratorium of any indebtedness, winding up, dissolution, bankruptcy, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of the Borrower or member of the Group;

a composition, compromise, assignment or arrangement with any class of financial creditors generally (other than any Lender) of the Borrower or member of the Group in connection with or as a result of any financial difficulty on the part of the Borrower or member of the Group;

the appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager or other similar officer in respect of, or all or any part of the business or assets of the Borrower or member of the Group; or

any analogous procedure or step is taken in any jurisdiction.

Paragraph (a) above shall not apply to:

any proceedings which are frivolous or vexatious and which, if capable of remedy, are discharged, stayed or dismissed within 20 Business Days of commencement or, if earlier, the date on which it is advertised (or such other period as agreed between the Borrower and the Majority Lenders); or

(in the case of an application to appoint an administrator or commence proceedings) any proceedings which the Majority Lenders is satisfied will be withdrawn before it is heard or will be unsuccessful; or

any step or procedure contemplated in relation to merger that is permitted under the Alvotech Bond Instruments; or

any formal corporate action or legal proceeding that is taken in relation to assets that in aggregate do not exceed $2,875,000 in value.

Attachment or Process

Similar Events Elsewhere

Material Adverse Change

Utilisation

Cross Default

The Alvotech Bonds or any other Indebtedness of any member or members of the Group is not paid when due nor within any originally applicable grace period.

The Alvotech Bonds or any other Indebtedness of any member or members of the Group is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described).

No Event of Default will occur under this Clause 18.11 if the aggregate amount of Indebtedness falling within paragraphs (a) to (b) above is less than $2,875,000 (or its equivalent in any other currency or currencies).

Acceleration

terminate the availability of the Loan whereupon the Loan shall cease to be available for utilisation and no Lender shall be under any further obligation to make the Loan under this Agreement; and/or

declare that all or part of the Utilisations together with accrued interest thereon and all other amounts accrued or outstanding under the Transaction Documents be immediately due and payable, at which time they shall become immediately due and payable; and/or

declare that all or part of the Utilisations be payable on demand, at which time they shall immediately become payable on demand by the Borrower; and/or

exercise any or all of its rights, remedies, powers or discretions under the Transaction Documents.

Calculations

Amendments and Waivers

Required Consents

Exceptions

the definition of “Majority Lenders” in Clause 1 (Definitions and Interpretation);

any amendment to Clause 17 (Anti-Layering), or any related definitions in Clause 1 (Definitions and Interpretation);

any provision which expressly requires the consent of all the Lenders;

the order of priority or subordination under the Intercreditor Agreement;

this Clause 20 (Amendments and Waivers); and

any change to the Borrowers,

Other Agreements

Notwithstanding any other provision of this Agreement, no amendment or waiver (or any action with a similar effect) shall be permitted in respect of any provision of this Agreement or any other Transaction Document if the effect of such amendment or waiver would (i) breach any provision of the Alvogen Facility Minimum Terms or any other term of the Alvotech Bond Instrument or (ii) would materially adversely affect the interests of the Bondholders taken as a whole, unless in each case written approval of the Bondholders under the Alvotech Tranche A Bond Instrument and the Alvotech Tranche B Bond Instrument.

The Borrower hereby agrees that is shall not amend the Alvotech Bond Instruments or the Aztiq CB in a manner that would (i) breach any provision of this Agreement, or (ii) amend condition 8 (Conversion) or condition 12 (Redemption, Purchase and Cancellation) of the Aztiq CB, or change other provisions of the Aztiq CB (including any of the defined terms used therein) that will have the effect of directly or indirectly amending condition 8 (Conversion) or condition 12 (Redemption, Purchase and Cancellation) of the Aztiq CB, or (iii) would otherwise materially adversely affect the interests of the Lenders taken as a whole (which shall include, without limitation, any amendment to condition 13.5 (Special Redemption Event) of the Alvotech Bond Instrument any of the defined terms used therein).

Costs

Set Off

Assignment

Successors

Assignments and Transfers by ▇▇▇▇▇▇▇

Assignments by the Borrower

Role of the Agent

Appointment of the Agent

Each Lender appoints the Agent to act as its agent under and in connection with this Agreement.

Each Lender authorises the Agent to exercise the rights, powers, authorities and discretions specifically given to the Agent under or in connection with this Agreement together with any other incidental rights, powers, authorities and discretions.

Duties of the Agent

The Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.

The Agent’s duties under the this Agreement are solely mechanical and administrative in nature.

The Agent shall have only those duties, obligations and responsibilities expressly specified in this Agreement to which it is expressed to be a party (and no others shall be implied).

No Fiduciary Duties – No Duty to Monitor

Nothing in this Agreement constitutes the Agent as a trustee or fiduciary of any other person.

The Agent shall not be bound to account to any Lender for any sum or the profit element of any sum received by it for its own account.

The Agent shall not be bound to enquire:

whether or not any Default has occurred;

as to the performance, default or any breach by any Party of its obligations under any Finance Document; or

whether any other event specified in any Transaction Document has occurred.

Rights and Discretions

The Agent may:

rely on any representation, communication, notice or document believed by it to be genuine, correct and appropriately authorised;

rely on any statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify;

assume that:

any instructions received by it from the Majority Lenders, any Lenders or any group of Lenders are duly given in accordance with the terms of the Transaction Documents; and

unless it has received notice of revocation, those instructions have not been revoked; and

rely on a certificate from any person:

as to any matter of fact or circumstance which might reasonably be expected to be within the knowledge of that person; or

to the effect that such person approves of any particular dealing, transaction, step, action or thing, as sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that certificate.

The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that:

no Default has occurred (unless it has actual knowledge of a Default arising under Clause 18.1 (Payment Default)); and

any right, power, authority or discretion vested in any Party, the Majority Lenders or any other group of Lenders has not been exercised.

The Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts to act as independent counsel to the Agent (and so separate from any lawyers instructed by the Lenders) if the Agent in its reasonable opinion deems this to be desirable.

The Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts (whether obtained by the Agent or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying.

The Agent may act in relation to this Agreement through its personnel and agents (and any indemnity given to or received by an Agent under this Agreement extends also to its personnel, delegates or agents who may rely on this provision) and the Agent shall not:

be liable for any error of judgment made by any such person; or

be bound to supervise, or be in any way responsible for, any loss incurred by reason of misconduct, omission or default on the part of any such person,

The Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement.

Notwithstanding any other provision of any Transaction Document to the contrary, the Agent is not obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.

Notwithstanding any provision of any Transaction Document to the contrary, the Agent is not obliged to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties, obligations or responsibilities or the exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.

Majority Lenders’ Instructions

Unless a contrary indication appears in this Agreement, the Agent shall (i) exercise any right, power, authority or discretion vested in it as Agent in accordance with any instructions given to it by the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from exercising any right, power, authority or discretion vested in it as Agent) and (ii) not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with an instruction of the Majority Lenders or those Lenders indicated by any such contrary indication.

The Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or, if this Agreement stipulates the matter is a decision for any other Lender or group of Lenders, from that Lender or group of Lenders) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Agent may refrain from acting unless and until it receives any such instructions or clarification that it has requested.

Save in the case of decisions stipulated to be a matter for any other Lender or group of Lenders under this Agreement and unless a contrary indication appears in this Agreement, any instructions given by the Majority Lenders shall override any conflicting instructions given by any other party and will be binding on all the Lenders.

The Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders) until it has received any indemnification and/or such security and/or pre-funding as it may in its discretion require (which may be greater in extent than that contained in this Agreement and which may include payment in advance) for any cost, loss or liability (together with any associated VAT) which it may incur in complying with the instructions.

In the absence of instructions from the Majority Lenders, (or, if appropriate, the Lenders) the Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders.

The Agent is not authorised to act on behalf of a Lender (without first obtaining that ▇▇▇▇▇▇’s consent) in any legal or arbitration proceedings relating to this Agreement.

Responsibility for Documentation

the adequacy, accuracy and/or completeness of any information (whether oral or written) supplied by the Agent in connection with any Transaction Document or the transactions contemplated in the Transaction Documents;

the legality, validity, effectiveness, adequacy or enforceability of any Transaction Document or any other agreement, arrangement or document entered into, made or executed in anticipation of the Transaction Documents; or

any determination as to whether any information provided or to be provided to Lender is non-public information the use of which may be regulated or prohibited by applicable law or regulation relating to insider dealing or otherwise.

Exclusion of Liability

The Agent will not be liable (including, without limitation, for negligence or any other category of liability whatsoever) for:

any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Transaction Document, unless directly caused by its gross negligence or wilful misconduct;

exercising, or not exercising, any right, power, authority or discretion given to it by, or in connection with, any Transaction Document, the Transaction Security or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Finance Document or the Transaction Security; or

without prejudice to the generality of paragraphs (i) and (ii) above, any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of:

any act, event or circumstance not reasonably within its control; or

the general risks of investment in, or the holding of assets in, any jurisdiction,

No Party (other than the Agent) may take any proceedings against any officer, employee or agent of the Agent, in respect of any claim it might have against the Agent or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Transaction Document and any officer, employee or agent of the Agent may rely on this Clause 24.7.

The Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Transaction Documents to be paid by the Agent.

Nothing in this Agreement shall oblige the Agent to carry out:

any “know your customer” or other checks in relation to any person; or

any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Lender,

Without prejudice to any provision of Transaction Document excluding or limiting the Agent’s liability, any liability of the Agent arising under or in connection with any Transaction Document shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Agent or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Agent at any time which increase the amount of that loss. In no event shall the Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Agent has been advised of the possibility of such loss or damages.

Lenders’ Indemnity to the Agent

Subject to paragraph (b) of this Clause 24.8, each Lender shall (in proportion to its Available Commitments and participations in all the Utilisations then outstanding) indemnify the Agent, within three Business Days of demand, against any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by the Agent (otherwise than by reason of its gross negligence or wilful misconduct) in acting as Agent under this Agreement.

The Borrower shall immediately on demand reimburse any Lender for any payment that ▇▇▇▇▇▇ makes to the Agent pursuant to paragraph (a) above.

Resignation of the Agent

The Agent may resign and appoint one of its Affiliates as successor by giving notice to the Lenders and the Borrower.

Alternatively the Agent may resign by giving 5 days’ notice to the Lenders and the Newco, in which case the Majority Lenders (after consultation with the Newco) may appoint a successor Agent.

If the Majority ▇▇▇▇▇▇▇ have not appointed a successor Agent in accordance with paragraph (b) of this Clause 24.9 within 20 days after notice of resignation was given, the retiring Agent may appoint a successor Agent,

If the Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Agent is entitled to appoint a successor Agent under paragraph (c) of this Clause 24.9, the Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Agent to become a party to this Agreement as Agent) agree with the proposed successor Agent amendments to this Clause 24 and any other term of this Agreement dealing with the rights or obligations of the Agent consistent with then current market practice for the appointment and protection of corporate trustees together with any reasonable amendments to the agency fee payable under this Agreement which are consistent with the successor Agent’s normal fee rates and those amendments will bind the Parties.

The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the this Agreement.

The Agent’s resignation notice shall only take effect upon the appointment of a successor.

Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Transaction Documents (other than its obligations under paragraph (e) above) but shall remain entitled to the benefit of Clause 24.8 (Indemnity to the Agent) and this Clause 24 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date). Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.

Replacement of the Agent

After consultation with the Borrower, the Majority Lenders may by giving 10 Business Days’ notice to the Agent replace the Agent by appointing a successor Agent.

The retiring Agent shall (at the expense of the Lenders) make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under this Agreement.

The appointment of the successor Agent shall take effect on the date specified in the notice from the Majority Lenders to the retiring Agent. As from this date, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (b) above) but shall remain entitled to the benefit of this Clause 24.8 (Lenders’ Indemnity to the Agent) and this Clause 24 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date).

Any successor Agent and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.

Confidentiality

In acting as agent for the Lenders, the Agent shall be regarded as acting through its agency division which shall be treated as a separate entity from any other of its divisions or departments.

If information is received by another division or department of the Agent, it may be treated as confidential to that division or department and the Agent shall not be deemed to have notice of it.

Notwithstanding any other provision of any Transaction Document to the contrary, the Agent shall not be obliged to disclose to any other person (i) any confidential information or (ii) any other information if the disclosure would or might in its reasonable opinion constitute a breach of any law or a breach of a fiduciary duty.

Credit Appraisal by the Lenders and ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇

Without affecting the responsibility of the Borrower for information supplied by it or on its behalf in connection with any Transaction Document, each Lender confirms to the Agent that it has been, and will continue to be, solely responsible for making its own independent appraisal and investigation of all risks arising under or in connection with any Transaction Document including but not limited to:

the financial condition, status and nature of each member of the Group; and

the legality, validity, effectiveness, adequacy or enforceability of any Transaction Document and any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Transaction Document.

Deduction from Amounts Payable by the Agent

Invalidity

Third Party Rights

Counterparts

Governing Law and Enforcement

This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.

The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including a dispute relating to the existence, validity or termination of this Agreement or any non-contractual obligation arising out of or in connection with this Agreement) (a “Dispute”).

The Parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no Party will argue to the contrary.

/s/ ▇▇▇▇▇ ▇▇▇▇▇

Name: ▇▇▇▇▇ ▇▇▇▇▇

Title: Director

Name:

Title:

/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇

Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇

Title: Director

    [Borrower]

    [Lender]

    [•]

We refer to the Facilities Agreement. This is a Utilisation Request. Terms defined in the Facility Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request.

We wish to borrow a Loan on the following terms:

We confirm that each condition specified in Clause 4 (Conditions Precedent) is satisfied on the date of this Utilisation Request.

[The proceeds of this Loan should be credited to Alvotech Account].

This Utilisation Request is irrevocable and unconditional.

Agreements

this Agreement;

an accession undertaking substantially in the form of Schedule 2 of the Intercreditor Agreement pursuant to which the Original Lender accedes to the Intercreditor Agreement as a Subordinated Creditor (as such term is defined in the Intercreditor Agreement) in respect of this Agreement;

the Warrant Agreement;

the Senior Bonds Amendment Agreement;

the Aztiq Facility Contribution SPAs;

the Saemundargata Loan Agreements;

the convertible bond instrument in respect of the Aztiq CB;

an accession undertaking substantially in the form of Schedule 2 of the Intercreditor Agreement pursuant to which Aztiq accedes to the Intercreditor Agreement as a Subordinated Creditor (as such term is defined in the Intercreditor Agreement) in respect of the Aztiq CB; and

the Side Letter.

Conditionality

Evidence that all conditions precedent to the Alvotech Financing have been satisfied (other than the funding of the Facility) pursuant to the terms of the Senior Bonds Amendment Agreement.

Evidence that the Aztiq Facility Contribution has been committed, pursuant to the terms of the Aztiq Facility Contribution Documents.