Medicalgorithmics S.A. — M&A Activity 2023

Feb 6, 2023

Current report no: 6/2023

Date: 2023-02-03

Subject:

Milestone of the Company'ssales development strategy in the US market: termination of exclusivityfor sales, marketing and distribution of the Company's products andservices in the U.S. with React Health Holdings, LLC and Medi-LynxCardiac Monitoring, LLC effective February 28, 2023. Entering into newlicensing and support agreements with React Health Holdings, LLC andMedicomp, Inc.

Legal basis:

Article 17 (1) of the MARRegulation - confidential information

Content:

The Management Board ofMedicalgorithmics S.A., headquartered in Warsaw, Poland (the _quot;Company_quot;;the _quot;Issuer_quot;), announces an agreement (the _quot;Amending Agreement_quot;) wasmade with React Health Holdings, LLC (_quot;React Health_quot;) and its affiliateMedi-Lynx Cardiac Monitoring, LLC (_quot;Medi-Lynx_quot;) on February 2, 2023,which amends the support agreement and license agreement with Medi-Lynx- an agreement which the Issuer announced in Current Report No. 52/2022.

In addition, on February 2,2023, the Issuer has signed a support agreement and a license agreementgoverning the parties' cooperation with React Health and its affiliate,Medicomp Inc. (_quot;Medicomp_quot;). The provisions of the new agreements withMedicomp, including the financial terms, are analogous to the provisionsof the support and license agreements with Medi-Lynx, as describedbelow, as set forth in the Amending Agreement._#160;

The Amending Agreement providesthat the exclusive licensing of the Company's intellectual property byMedi-Lynx and React Health and the exclusive right of these entities tosell, market and distribute the Company's products and services in theU.S. will expire as of February 28, 2023.

This is an important milestoneof the implementation of the Company's sales development strategy in theUS market described in current report 72/2022. Starting from March 1,2023, the Company will be authorized to provide products and services toother entities in the U.S. territory, which will make it possible toacquire new distributors in the market.

The Company has declared itwill not grant others an exclusive right to distribute and provideproducts and services in the U.S. territory within two years from thedate of the Medi-Lynx membership interest purchase agreement, i.e. untilJuly 28, 2024, unless the other party earlier terminates the supportagreement.

Under the Amended Agreement,beginning on March 31, 2023, the termination period of the supportagreement by its parties is reduced to 60 days.

The Amended License Agreementprovides for termination of the license after two months, instead of twoyears, from the onset of termination events indicated in the agreement,subject to exceptions provided for in the license agreement entered intowith Medicomp. i.e. termination of operations or insolvency of theCompany within the two-year period.

Other provisions of theMedi-Lynx support and license agreements, and those entered into withMedicomp including those relating to the revenues received by theCompany described in current report No. 52/2022, have not changedmaterially.

Payments to the Company underthe support agreement and license agreements are still guaranteed byReact Health.

Under the Amending Agreement,the parties agreed the support agreement and license agreement enteredinto with Medi-Lynx would be terminated upon the actual termination ofMedi-Lynx's monitoring services following transferring of that businessto Medicomp. Therefore, going forward, the Issuer will continue tocooperate with Medicomp by offering support and licensing services underthe new support and license agreements.