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Medicalgorithmics S.A. M&A Activity 2023

Oct 6, 2023

5705_rns_2023-10-06_5c403535-96b7-4ac4-9415-de3a50eee77b.html

M&A Activity

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Subject:Announcement on Medicalgorithmics S.A., Warsaw, Entering into aStrategic Alliance Agreement with a U.S. Distributor

CurrentReport No.: 28/2023

Date ofPreparation: October 5, 2023

Legal Basis:Article 17(1) of the MAR Regulation - confidential information.

The Board ofMedicalgorithmics S.A., based in Poland, Warsaw (_quot;Company_quot;; _quot;Issuer_quot;),hereby announces that on October 5, 2023, the Company, as the Seller,has entered into a Strategic Alliance Agreement (_quot;Agreement_quot;, _quot;SSA_quot;)with a company preparing to operate as an IDTF (entity providing medicalservices in the U.S.) based in Texas, USA (_quot;Distributor_quot;), as the Buyer.The scope of the Agreement is to provide the Distributor with certainsupport services pertaining to ECG heart diagnostics, ECG heartmonitoring services, and the delivery of EKG cardiac telemetry products(defined in detail in the Agreement) based on the Pocket ECG IV softwareand devices supplied by the Company.

The term of theAgreement begins on the day it takes effect, i.e., October 6, 2023(_quot;Effective Date_quot;), and will continue indefinitely until either theSeller or Buyer (a) terminates the Agreement with six (6) months'written notice to the other Party, or (b) otherwise terminates inaccordance with the Agreement. Throughout the term of the Agreement andin accordance with its terms, the Seller will provide the Buyer with thedescribed support and monitoring services continuously or upon theBuyer's request, and will supply products to the Buyer based on separateorders placed with the Company. The minimum quantity of the initialorder is 200 units of the Pocket ECG IV devices supplied by the Issuer.

The averageannual estimated contract value on a quarterly basis will amount toapproximately 120,000 USD based on cooperation scale estimates at thetime of signing the Agreement and initiating cooperation.

The Agreementcontains standard Representations and Warranties and mutual provisionson Indemnification and Limitation of Liability in accordance withindustry standards covering its activities under the Agreement.

Entering intothe Agreement with the Distributor represents a significant milestone inthe Company's strategy, as published in the Issuer's current report no.16/2023 dated June 19, 2023 (_quot;Strategy_quot;). In executing the adoptedstrategy, the Company seeks distributors in a non-exclusive model,prioritizing the U.S. market, and the agreement with the Distributorfulfills the Strategy adopted by the Issuer (as an element of itsimplementation).