LUXEMBOURG PLEDGE OVER BANK ACCOUNT BETWEEN Sunray

LUXEMBOURG PLEDGE OVER BANK ACCOUNT

BETWEEN

Sunray Investments Luxembourg S.à r.l.

as Pledgor

AND

ING Bank N.V., London Branch

as Pledgee

dated 11 August 2021

TABLE OF CONTENTS

1. Definitions and interpretation ................................................................................................ 1 2. Pledge ...................................................................................................................................... 5 3. Operation of the Pledged Accounts ........................................................................................ 5 4. Enforcement of the Pledge ..................................................................................................... 6 5. Partial enforcement ................................................................................................................ 6 6. Power of attorney ................................................................................................................... 7 7. Representations ...................................................................................................................... 7 8. Covenants ................................................................................................................................ 7 9. Further assurances .................................................................................................................. 7 10. Effectiveness of the Pledge ..................................................................................................... 8 11 Liability to perform .................................................................................................................. 9 12 Liability ..................................................................................................................................... 9 13 No waiver, cumulative remedies, amendments .................................................................. 10 14 Assignment, successors of Pledgee....................................................................................... 10 15 Cost and Expenses ................................................................................................................. 11 16 Notices ................................................................................................................................... 11 17 Severability ............................................................................................................................ 11 18 Counterparts .......................................................................................................................... 11 19 Governing law and jurisdiction ............................................................................................. 11 SCHEDULE 1 ...................................................................................................................................... 15 SCHEDULE 2 ...................................................................................................................................... 16 SCHEDULE 3 ...................................................................................................................................... 18 SCHEDULE 4 ...................................................................................................................................... 23

THIS FIRST RANKING ACCOUNT PLEDGE AGREEMENT (the “Agreement”) is made on 11 August 2021

BETWEEN

(1) Sunray Investments Luxembourg S.à r.l., a private limited liability company (société à

responsabilité limitée) existing under the laws of Luxembourg with its registered office at 20,

avenue Monterey, L-2163 Luxembourg, in the process of being registered with the Registre de

commerce et des sociétés, Luxembourg (the "Pledgor");

AND

(2) ING Bank N.V., London Branch, having its registered office at 8-10 Moorgate, London EC2R

6DA, United Kingdom, as security agent for the Secured Parties (the “Pledgee”);

The Pledgor and the Pledgee are referred to as the “Parties” and each a “Party”.

WHEREAS

(A) The Parties enter into this Agreement in connection with an interim facilities agreement dated

11 August 2021 and initially made between, among others, the Pledgor as parent, the financial

institutions named therein as original interim lenders, the arrangers named therein and the

Pledgee as interim security agent (the "Interim Facilities Agreement").

(B) The Pledgor has agreed to grant a pledge over the Pledged Assets (as defined below) to the

Pledgee as security for the Interim Liabilities (as defined below) in accordance with the terms of

this Agreement.

NOW, THEREFORE, the Parties have agreed as follows:

1. Definitions and interpretation

1.1 Except as otherwise defined herein and except where the context shall otherwise require, all

capitalised words and expressions defined or, as the case may be, construed in the Interim

Facilities Agreement shall have the same meaning or, as the case may be, constructions when used

herein. In this Agreement:

Account Bank means Société Générale Luxembourg, a public limited liability

company (société anonyme) existing under the laws of

Luxembourg, with its registered office at 11, avenue Emile

Reuter, L-2420 Luxembourg and registered with the Registre de

commerce et des sociétés, Luxembourg under number B6061.

Business Day

has the meaning given to such term in the Interim Facilities

Agreement.

Collateral Law means the Luxembourg law of 5 August 2005 relating to

financial collateral arrangements, as amended.

Enforcement Event means occurrence of the agreement of the Super Majority

Interim Lenders to enforce this Pledge pursuant to clause 23(b)

(Enforcement of the Transaction Security Documents) of the

Interim Facilities Agreement following the occurrence of an

Event of Default for which the Interim Agent has served a notice

pursuant to paragraph (b) of clause 17.1 (Events of Default) of

the Interim Facilities Agreement.

Event of Default has the meaning given to such term in the Interim Facilities

Agreement.

Future Accounts

Interim Document or

Interim Documents

means any material bank accounts (including, for the avoidance

of doubt and without limitation, any sub-account, renewal,

redesignation and replacement thereof) opened in the name of,

and held by the Pledgor with the Account Bank after the date of

this Agreement excluding, for the avoidance of doubt, any bank

accounts which are part of a cash pooling or factoring

arrangement to the extent not permitted under the applicable

terms of such cash pooling or factoring arrangement.


Agreement.

Interim Liabilities has the meaning given to such term in the Interim Facilities

Agreement.

Legal Reservations

Luxembourg


Agreement.

means the Grand Duchy of Luxembourg.

Notice of

Acknowledgement

means the notice set out in Schedule 3 of this Agreement.

Notice of Pledge means the notice set out in Schedule 2 of this Agreement.

Perfection Requirements has the meaning given to such term in the Interim Facilities

Agreement.

Pledge means the first ranking security interest (gage de premier rang)

over the Pledged Assets constituted by, and in accordance with

this Agreement.

Pledged Accounts means the material bank accounts listed in Schedule 1 of this

Agreement (each including, for the avoidance of doubt and

without limitation, any sub-account, renewal, redesignation and

replacement thereof) opened in the name of, and held by, the

Pledgor with the Account Bank and any Future Account (if any)

excluding, for the avoidance of doubt, any bank accounts which

are part of a cash pooling or factoring arrangement to the

extent not permitted under the applicable terms of such cash

pooling or factoring arrangement.

Pledged Assets means all the receivables rights and claims the Pledgor has or

will have in relation to the Pledged Accounts, in principal and

interest owned by the Pledgor, at any time credited to the

balance of the Pledged Accounts and all income or revenues

therefrom and proceeds thereof or replacement moneys

without exception or reservation and without distinction as

regards the rights they represent, from time to time credited to

the Pledged Accounts, received, receivable or otherwise

distributed in respect of the Pledged Accounts.

Rights of Recourse means all and any rights, actions and claims the Pledgor may

have against any Obligor, or any other person or entity which

has granted security or given a guarantee for the Interim

Liabilities or arising under or pursuant to the enforcement of the

present Pledge including, without limitation, any rights of

recourse the Pledgor may have against any company, person or

entity under the terms of articles 1251, 2028 ss. and 2037 ss. of

the Luxembourg Civil Code (including, for the avoidance of

doubt, any right of recourse prior to enforcement), any right of

set-off, any recourse by way of provisional measures such as a

“saisie-arrêt conservatoire”, any right to the benefit of both

“division” and “discussion” (if any) as set forth in the

Luxembourg Civil Code, or any right of recourse by way of

subrogation and any other similar right, action or claim under

any applicable law coming into effect prior or after an

enforcement of the Pledge.

Secured Parties


Agreement.

Security Period means the period beginning on the date of this Agreement and

ending on the date on which all Interim Liabilities have been

unconditionally and irrevocably paid and discharged in full.

1.2 Interpretation

1.2.1 Unless a contrary indication appears, any reference in this Agreement to “Pledgor”, “Secured

Party” and “Pledgee”, shall be construed so as to include their successors in title, permitted

assignees and permitted transferees.

1.2.2 In this Agreement, any reference to (a) a “Clause” is, unless otherwise stated, a reference to a

clause hereof and (b) any agreement (including this Agreement and in particular, but without

limitation, the “Interim Facilities Agreement”) is a reference to such agreement as amended,

varied, modified or supplemented (however fundamentally, including in case of an increase of

the Interim Liabilities) from time to time. Clause headings are for ease of reference only and shall

be ignored in construing this Agreement.

1.2.3 Words denoting the singular number only shall include the plural number also and vice versa;

words denoting one gender only shall include the other genders and words denoting persons

only shall include firms and corporations and vice versa.

1.2.4 The provisions of clause 1.2 (Construction) and clause 1.4 (Luxembourg terms) of the Interim

Facilities Agreement apply to this agreement as though they were set out in full in this

Agreement.

1.2.5 Notwithstanding anything to the contrary in this Agreement but without prejudice to the

creation, enforcement, release or perfection of the Pledge under this Agreement, the terms of

this Agreement shall not operate or be construed so as to prohibit or restrict any transaction,

matter or other step (or the Pledgor taking or entering into the same or dealing in any manner

whatsoever in relation to any asset (including all rights, claims, benefits, proceeds and

documentation, and contractual counterparties in relation thereto)) permitted or not prohibited

by the Interim Documents (other than this Agreement), and the Pledgee shall promptly enter

into such documentation and/or take such other action in relation to this Agreement as is

required by the Pledgor (acting reasonably) in order to facilitate any such transaction, matter or

other step, including, but not limited to, by way of executing any confirmation, consent to

dealing, release or other similar or equivalent document, provided that any costs and expenses

incurred by the Pledgee entering into such documentation and/or taking such other action at the

request of the Pledgor pursuant to this Clause 1.2.5 shall be for the account of the Pledgor.

2. Pledge

2.1 As continuing first ranking security interest (gage de premier rang) for the prompt and complete

payment and discharge in full when due, whether at stated maturity, by required prepayment,

declaration, acceleration, demand or otherwise of the Interim Liabilities, the Pledgor hereby

pledges (affecte en nantissement) in accordance with the Collateral Law all its Pledged Assets in

favour of the Pledgee and hereby grants to the Pledgee, a continuing first ranking security interest

(gage de premier rang) over the Pledged Assets. The Pledgee accepts and acknowledges the

Pledge.

2.2 For the perfection of the Pledge, the Pledgor shall, on the date of this Agreement, send by e-mail a

duly executed Notice of Pledge to the Account Bank, with a copy thereof to the Pledgee. The

Pledgor shall use reasonable endeavours to cause the Account Bank to return to the Pledgee an

executed Notice of Acknowledgement, substantially in the form provided in Schedule 3 hereto as

soon as possible and in any event within three (3) Business Days from the date of the Notice of

Pledge and it shall promptly upon receipt of such Notice of Acknowledgment, send a copy thereof

by email to the Pledgee.

2.3 The Pledgor shall (i) notify the Account Bank of the Pledge constituted by this Agreement in

relation to a Future Account, by sending a notice substantially in the form of Schedule 2 by e-mail

with a copy to the Pledgee and (ii) shall use reasonable endeavours to cause that the Account

Bank returns to the Pledgee the executed Notice of Acknowledgement substantially in the form of

Schedule 3 respectively, as soon as possible and in any event within three (3) Business Days after

such Future Account having become operational, and it shall promptly upon receipt of such Notice

of Acknowledgment, send a copy thereof by email to the Pledgee.

2.4 Without prejudice to the above provisions, the Pledgor hereby irrevocably authorises and

empowers the Pledgee to, at any time following the occurrence of an Enforcement Event, take or

cause to be taken any formal steps for the purpose of perfecting the Pledge and, for the avoidance

of doubt, hereby irrevocably undertakes to take any such steps itself if so requested in writing by

the Pledgee (acting reasonably).

3. Operation of the Pledged Accounts

3.1 Until the occurrence of an Enforcement Event, the Pledgor is free to dispose of the Pledged Assets

deposited on the Pledged Account.

3.2 Upon and at any time after the occurrence of an Enforcement Event, the authorisation to receive,

withdraw or otherwise transfer any Pledged Assets from time to time in any Pledged Account may

be revoked by the Pledgee by sending a Blocking Notice by e-mail to the Account Bank, and the

Pledgee may (at its discretion) exercise any rights attaching to the Pledged Accounts and the

Pledged Assets (including, without limitation, dispose of the Pledged Assets and apply any

proceeds thereof towards the payment and discharge of the Interim Liabilities).

3.3 Upon and at any time after the occurrence of an Enforcement Event, the Pledgor authorises the

Pledgee, upon the Pledgee's request, to require the Account Bank to provide it with any

information (including, without limitation, any bank statements and the balance of the Accounts)

with regard to the Accounts, the Pledged Assets and the transactions effected in connection

therewith until the earlier of the (i) termination of this Agreement and (ii) the date of the release

of the Pledge. The Pledgee expressly acknowledges and accepts that it shall exercise the right

conferred to it by the Pledgor pursuant to this Clause 3.3 only upon and at any time after the

occurrence of an Enforcement Event, (but in no event before) and until the earlier of the (i)

termination of this Agreement and (ii) the date of the release of the Pledge.

4. Enforcement of the Pledge

4.1 Upon and at any time after the occurrence of an Enforcement Event, the Pledgee shall be entitled

to enforce the Pledge (in full or in part) at the sole costs of the Pledgor in the most favourable

manner provided for by Luxembourg law at that time and in particular (without limitation) to

require the Account Bank to make payment of all Pledged Assets (including, without limitation,

amounts deposited to the credit of the Pledged Accounts) directly to the Pledgee and to act

generally in relation to the Pledged Accounts and the Pledged Assets in such manner as the

Pledgee shall reasonably determine acting in good faith.

4.2 The Pledgee will have total and unlimited discretion as to the manner or manners of enforcement

of the Pledge and will not be required to have regard for the interests of the Pledgor.

Any proceeds of enforcement received by the Pledgee shall be applied to satisfy the Interim

Liabilities in accordance with the Interim Documents. Any remaining Pledged Assets or proceeds of

enforcement received by the Pledgee (if any) shall be returned by the Pledgee to the Pledgor in

accordance with the terms of the Interim Facilities Agreement.

5. Partial enforcement

Upon the occurrence of an Enforcement Event, the Pledgee shall have the right to request enforcement

of all or part of the Pledged Assets in its absolute discretion. No action, choice or absence of action in

this respect, or partial enforcement, shall in any manner affect the security interest created hereunder

over the Pledged Assets as it then shall be (and in particular those Pledged Assets which have not been

subject to enforcement). The Pledge shall continue to remain in full and valid existence over the Pledged

Assets not concerned by the partial enforcement until full discharge or termination hereof, as the case

may be, by the Pledgee, even in case of partial enforcement thereof.

6. Power of attorney

6.1 The Pledgor irrevocably appoints the Pledgee and every person appointed by the Pledgee in

accordance with Clause 27.23 of the Interim Facilities Agreement to be its attorney and in its name

and on its behalf to execute, deliver and perfect all documents and do all things that the Pledgee

may consider to be requisite for (i) carrying out any obligation imposed on the Pledgor under this

Agreement or (ii) exercising any of the rights conferred on the Pledgee by this Agreement or by

law.

The power of attorney set out in this Clause 6 shall only be exercisable following the occurrence of

an Enforcement Event or if the Pledgor has failed to comply with a further assurance or perfection

obligation under the Pledge within ten (10) Business Days of request by the Pledgee.

6.2 The Pledgor shall ratify and confirm all things properly done and all documents executed by the

Pledgee (or any person appointed by the Pledgee) in the exercise of that power of attorney except

in cases of wilful misconduct (faute intentionnelle) or gross negligence (faute lourde) of the

Pledgee (or any person appointed by the Pledgee).

7. Representations

The Pledgor hereby represents to the Pledgee on the date hereof that:

7.1 it is the sole owner of the Pledged Accounts and the Pledged Assets and has good marketable title

to, the Pledged Assets and the Pledged Assets have not been transferred, pledged, made subject

to an option or other third party right or otherwise encumbered in favour of any person other

than the Pledgee except as permitted under the Interim Facilities Agreement;

7.2 it has not opened any other material bank account with the Account Bank or any other bank other

than the Pledged Accounts;

7.3 no securities or other financial instruments (other than cash) are held on any Pledged Account.

8. Covenants

The Pledgor hereby covenants to the Pledgee that, until the end of the Security Period and except

as permitted or not prohibited by this Agreement and the Interim Documents, it shall not dispose

of the Pledged Assets (or any part thereof) or create or permit to subsist any lien, security interest,

usufruct, claim, option, warrant, pre-emption rights, pledge, charge, assignment, transfer

(including the transfer of legal title to a trustee or a fiduciary) and other encumbrances of any

kind, other than the Pledge, in respect of the Pledged Assets (or any part thereof) (irrespective of

its ranking), or any preferential right arising by operation of mandatory law.

9. Further assurances

The Pledgor agrees that at any time and from time to time upon the written request of the

Pledgee, it will promptly, at its own expense, execute and deliver such further documents and do

such further acts and things as the Pledgee may reasonably request in order to protect the validity,

the effectiveness and the enforceability of the Pledge or the rights of the Pledgee under this

Agreement and/or to create and perfect the security interest that is granted, or purported to be

granted, under this Agreement.

10. Effectiveness of the Pledge

10.1 The Pledge shall be a first ranking continuing security and shall not be considered as satisfied or

discharged or prejudiced by any intermediate payment satisfaction or by the settlement of any

part of the Interim Liabilities and shall remain in full force and effect until it has been released in

accordance with the terms of this Agreement.

10.2 At the expiry of the Security Period or as otherwise agreed by the Pledgee or required in

accordance with the Interim Facilities Agreement, the Pledge shall be discharged, at the cost of

the Pledgor, by the express release thereof granted by the Pledgee (i) acting on its own initiative

or (ii) at the written request of the Pledgor. At the expiry of the Security Period, the Pledgee must,

at the request of the Pledgor, take all reasonable action which is necessary to release the Pledge.

10.3 The Pledge shall be cumulative, in addition to and independent of every other security which the

Pledgee may at any time hold as security for the Interim Liabilities or any rights, powers and

remedies provided by law and shall not operate so as in any way to prejudice or affect or be

prejudiced or affected by any security interest or other right or remedy which the Pledgee may

now or at any time in the future have in respect of the Interim Liabilities.

10.4 The Pledge shall not be prejudiced by any time or indulgence granted to any person, or any

abstention or delay by the Pledgee in perfecting or enforcing any security interest or rights or

remedies that the Pledgee may now or at any time in the future have from or against the Pledgor

or any other person.

10.5 Neither the obligations of the Pledgor contained in this Agreement nor the rights, powers and

remedies conferred upon the Pledgee by this Agreement or by law, nor the Pledge created hereby

shall be discharged, impaired or otherwise affected by:

10.5.1 any amendment to, or any variation, waiver or release (except for a release granted in accordance

with this clause) of, the Interim Liabilities;

10.5.2 any failure to take, or to fully take, any security contemplated by the Interim Documents or

otherwise agreed to be taken in respect of the Interim Liabilities;

10.5.3 any failure to realise or to fully realise the value of, or any release, discharge, exchange or

substitution of, any security taken in respect of the Interim Liabilities;

10.5.4 any other act, event or omission which might operate to discharge, impair or otherwise affect any

of the obligations of the Pledgor contained in this Agreement, the rights, powers and remedies

conferred to the Pledgee under this Agreement, the Pledge or by law;

10.5.5 any other circumstance that might otherwise constitute a defence available to, or a discharge of,

any party in respect of the Interim Liabilities or this Agreement (other than the payment in

full/entirely and definitively of all the Interim Liabilities).

10.6 The Pledgor hereby irrevocably waives any Rights of Recourse it may have. The Pledgor agrees that

this waiver is for the sole benefit of the Pledgee and the Pledgee shall be entitled to waive the

benefit of such waiver of any Rights of Recourse in writing whereby the relevant Rights of

Recourse of the Pledgor shall remain in existence and be reinstated as if never waived, without

prejudice to the terms of the Interim Documents.

11 Liability to perform

11.3 It is expressly agreed that, notwithstanding anything to the contrary herein contained, the Pledgor

shall remain liable to observe and perform all of the conditions and obligations assumed by it in

respect of the Pledged Assets it owns.

11.4 The Pledgee shall not be required in any manner to perform or fulfil any obligations of the Pledgor

in respect of the Pledged Assets, or to make any payment, or to make any inquiry as to the nature

of sufficiency of any payment received, or to present or file any claim or take any other action to

collect or enforce the payment of any amount to which it may have been or to which it may be

entitled thereunder at any time. More specifically, the Pledgee shall not be liable (save in case of

gross negligence (faute lourde) or wilful misconduct (faute intentionelle) of the Pledgee) for any

failure to collect or realise the Interim Liabilities or any collateral security or guarantee therefore,

or any part thereof, or for any delay in so doing nor shall the Pledgee be under any obligation to

take any action whatsoever with regard thereto.

12 Liability

12.3 The Pledgee shall not be liable for the loss or misdelivery of, or damage to, the Pledged Assets,

howsoever arising, save to the extent that such loss, misdelivery or damage is evidenced by the

Pledgor to have been caused by the gross negligence (faute lourde) or wilful misconduct (faute

intentionnelle) of the Pledgee or an officer or agent thereof, any joint liability being excluded, and

provided that any liability of the Pledgee shall not extend to consequential loss and shall not in any

event exceed the value of the Pledged Assets, or the part of the Pledged Assets lost, misdelivered,

or damaged.

12.4 Neither the Pledgee nor its agents shall be liable by reason of (a) taking any action permitted by

this Agreement or (b) any neglect or default in connection with the Pledged Assets or (c) the

realisation of all or any part of the Pledged Assets, except in the case of gross negligence (faute

lourde) or wilful misconduct (faute intentionnelle), any joint liability being excluded.

12.5 For the avoidance of doubt, the Pledgee shall not be liable for any loss or damage suffered by the

Pledgor in connection with this Agreement, except in respect of such loss or damage which is

suffered as a result of wilful misconduct (faute intentionnelle) or gross negligence (faute lourde).

13 No waiver, cumulative remedies, amendments

13.3 The Pledgee shall not by any act, delay, omission or otherwise be deemed to have waived any of

its rights or remedies hereunder and no such waiver shall be valid unless in writing, signed by or

on behalf of the Pledgee, and then only to the extent therein set forth. A waiver by or on behalf of

the Pledgee of any right or remedy hereunder on any one occasion shall not be construed as a bar

to any right or remedy which the Pledgee would otherwise have on any future occasion. The rights

and remedies herein provided are cumulative and may be exercised singly or concurrently and are

not exclusive of any rights or remedies provided by law.

13.4 None of the terms or provisions of this Agreement may be waived, altered, modified or amended

except by an instrument in writing, duly executed by or on behalf of the Parties. This Agreement

and all obligations of the Pledgor hereunder shall be binding upon the successors in title and

assigns of the Pledgor, and shall, together with the rights and remedies of the Pledgee hereunder,

inure to the benefit of the Pledgee and the Secured Parties and the respective successors in title

and assigns thereof.

14 Assignment, successors of Pledgee

15.1 The Pledgor may not without the prior written consent of the Pledgee assign, novate or otherwise

transfer all or any part of its rights or obligations hereunder.

15.2 The Pledgee may assign, novate or otherwise transfer all or any of its respective rights or

obligations hereunder in accordance with the provisions of the Interim Facilities Agreement. Any

successor in title to, assignee or transferee of the Pledgee (and the Secured Parties) shall be

entitled to the full benefits hereof. This Agreement shall remain in effect despite any

amalgamation or merger (however effected) relating to the Pledgee or any other Secured Party,

and without prejudice to the provision of the Interim Facilities Agreement, references to the

Pledgee and to the Secured Parties shall be deemed to include any assignee, transferee or

successor in title of the Pledgee and the Secured Parties and any person who, under any applicable

law, has assumed the rights and obligations of the Pledgee or the Secured Parties (as applicable)

hereunder or under the Interim Documents or to which under such laws the same have been

transferred or novated or assigned in any manner. Such assignment by the Pledgee shall be

enforceable towards the Pledgor pursuant to the provisions of article 1690 of the Luxembourg

Civil Code. To the extent a further notification or registration or any other step is required by law

to give effect to the above, such further notification or registration shall be made by the Pledgor

and the Pledgor hereby gives power of attorney to the Pledgee to make any notifications or to

take any other steps, and undertakes to do so itself if so requested by the Pledgee.

15.3 For the purpose of article 1278 of the Luxembourg Civil Code, to the extent required under

applicable law and without prejudice to the provisions in the Interim Documents, the Pledgee

hereby expressly reserves, and the Pledgor hereby agrees to, the preservation of this Pledge and

the security interest created thereunder in case of assignment, novation, amendment or any other

transfer of the Interim Liabilities or any other rights arising for it under the Interim Documents.

15 Cost and Expenses

Except as otherwise set out in this Agreement, the Pledgor shall pay all costs and expenses set out in

clause 30 (Costs and Expenses) of the Interim Facilities Agreement arising in relation to this Agreement.

16 Notices

Any notice, request or other communication required or permitted to be given under this Agreement

shall be given in accordance with Clause 31 (Notices) of the Interim Facilities Agreement.

17 Severability

If any provision of this Agreement is or becomes prohibited or unenforceable in any respect under the

law of any jurisdiction this shall not affect the validity or enforceability of any other provision hereof or

affect the validity or enforceability of such other provision in any other competent jurisdiction. The

Parties shall endeavour in good-faith negotiations to replace any invalid, illegal or unenforceable

provisions with valid provisions the economic effect of which comes as close as possible to that of such

invalid, illegal or unenforceable provisions. This Agreement shall, however, thereafter be amended by

the parties in such reasonable manner so as to achieve, without illegality the intention of the parties

with respect to that severed provision.

18 Counterparts

This Agreement may be executed in any number of counterparts and this has the same effect as if the

signatures on the counterparts were a single copy of this Agreement.

19 Governing law and jurisdiction

19.3 This Agreement shall be governed by, and construed in accordance with the laws of Luxembourg.

19.4 Any dispute arising in connection with this Agreement shall be submitted to the exclusive

jurisdiction of the competent Luxembourg-City courts.

The Parties hereto have executed this Agreement in 2 original counterparts, all of which together

evidence the same Agreement, on the day and year first written above.

SCHEDULE 1

PLEDGED ACCOUNT

Owner Type of

account Account Bank Account Number

Sunray Investments Luxembourg

S.à r.l.

General

Account

Société Générale

Luxembourg

SCHEDULE 2

NOTICE OF PLEDGE

(ON THE LETTERHEAD OF THE PLEDGOR)

Sunray Investments Luxembourg S.à r.l.

Société à responsabilité limitée

20, avenue Monterey

L - 2163 Luxembourg

Grand Duchy of Luxembourg

RCS Luxembourg: in the process of registration

Date: 11 August 2021

To:

Société Générale Luxembourg

Attn: Head of Wholesale Banking

11, Avenue Emile Reuter,

L - 2420 Luxembourg

Telephone number: +352 26 20 08 36

Email address:

Copy to:


8-10 Moorgate

London EC2R 6DA

BY EMAIL, WITH THE ORIGINAL TO FOLLOW BY REGISTERED MAIL

Ladies and Gentlemen,

We refer to the account number opened and maintained in your books, including

any sub-account, renewal, redesignation or replacement thereto (the “Account”).

We hereby give you notice of a continuing first ranking pledge (gage de premier rang) granted by

ourselves, as pledgor (the “Pledgor”) in favour of ING Bank N.V., London Branch, acting for itself and as

security agent for the Secured Parties (the “Pledgee”) over the Pledged Assets pursuant to an account

pledge agreement dated 11 August 2021 (the “Account Pledge Agreement”), a fully signed copy of which

is attached hereto.

Terms defined in the Account Pledge Agreement will have the same meanings when used herein.

We request you to waive, for the benefit of the Pledgee and the other Secured Parties, any present and

future lien, security interest, claim, option, pledge, charge, assignment, transfer or other encumbrance

of any kind existing over the Pledged Assets in your favour or right of set-off or right of retention against

the Pledgor.

Upon and at any time after the occurrence of an Enforcement Event, all bank statements relating to the

Account will be copied to the Pledgee upon the Pledgee’s request. In this context, we formally authorise

you to promptly provide to the Pledgee, upon and at any time after the occurrence of an Enforcement

Event, upon the Pledgee's request, from time to time, any information with regard to the Account, the

Pledged Assets and the transactions effected therewith during the term of the Account Pledge

Agreement. We therefore release you of your professional secrecy obligation for any information

transmitted in accordance with the Account Pledge Agreement to the Pledgee and more generally, of

any liability with regard to any damages whatsoever which you may incur owing to the transmission of

such information.

It is a requirement of the Account Pledge Agreement that (i) we give you this notice on the date of the

signing of the Account Pledge Agreement and (ii) you acknowledge receipt of this notice to us in the

form which is attached hereto as soon as possible and in any event within three (3) Business Days from

the date of this notice.

This notice and your acknowledgement and acceptance thereof will be governed by the laws of

Luxembourg.

Yours sincerely,

________________________

By:

Title:

SCHEDULE 3

NOTICE OF ACKNOWLEDGEMENT

(ON THE LETTERHEAD OF THE ACCOUNT BANK)

Date: ____ August 2021




L - 2420 Luxembourg

Telephone number:

Email address:

To: Sunray Investments Luxembourg S.à r.l.

20, avenue Monterey

L - 2163 Luxembourg

Grand Duchy of Luxembourg

Attention: board of managers

E-mail:

Copy to:


8-10 Moorgate

London EC2R 6DA

Dear Sirs,

We refer to the notice of pledge dated 11 August 2021 and regarding a continuing first ranking pledge

(the “Pledge”) over bank accounts entered into between ING Bank N.V., London Branch (the “Pledgee”)

and Sunray Investments Luxembourg S.à r.l. (the “Pledgor”) on 11 August 2021 (the “Pledge

Agreement”) for the purpose of creating a pledge over all the monies, claims, rights, title, interest and

any other receivables held, or deposited in, or standing to the credit of, now and in the future, the

Pledgor may have to the credit balance of the material account as listed hereunder (the “Account”)

opened in the name of the Pledgor with our bank (the “Account Bank”) in whatever currency, including

any moneys, interest or revenue accrued thereon or proceeds therefrom as well as any other claims or

rights the Pledgor may have, now and in the future, against us in relation to the Account (the “Pledged

Assets”):

(1) General Account: Root number and any associated sub-account, renewal,

redesignation or replacement thereof;

We confirm and agree the following:

1. The Account Bank by signing hereunder for acceptance acknowledges and accepts the existence of the

Pledge and hereby releases any pledge or lien resulting from the application of its general terms and

conditions or any other agreement over the Account and the Pledged Assets and waives any right of

retention, set-off and, more generally, any similar rights that may adversely affect the Pledge, being

understood that the Account Bank shall maintain the right to debit the Account of its annual fee charged

to the Pledgor as well as its expenses related to the functioning of the Account. The Account Bank has

not previously received any other notice of pledge, charge, assignment or other in respect of the

Account.

2. The Account Bank takes notice of the terms of the Pledge Agreement (of which it has received a copy)

and, in particular of clause 3 thereof. According to this clause 3, until the occurrence of an Enforcement

Event (as defined in the Pledge Agreement), the Account shall not be blocked and, without prejudice to

the Pledge, the Pledgor shall be allowed to continue to operate the Account. Following the occurrence of

an Enforcement Event, the Account Bank notes that this authorisation may at any moment be revoked

by the Pledgee by giving written notice to the Account Bank (the “Blocking Notice” substantially in the

form attached in Schedule 4 of the Pledge Agreement), with a copy to the Pledgor, as follows:

(a) by e-mail to the attention of the board of directors at the following address:

[email protected]; and

(b) by registered letter with acknowledgement of receipt at the following address: 11, Avenue Emile

Reuter, L - 2420 Luxembourg, and the Pledgee may (at its discretion) exercise any rights attaching to the

Account and the Pledged Assets (including, without limitation, dispose of the Pledged Assets and apply

any proceeds thereof towards the payment and discharge of the Interim Liabilities).

If at any time following an Enforcement Event under the Pledge Agreement the Pledgee delivers to the

Account Bank a Blocking Notice, this authorization to operate the Account will be revoked automatically

and the Account be blocked at the latest one (1) banking day (the “Banking Day”, meaning any day on

which banks are open for business purposes in Luxembourg) after the receipt of the Blocking Notice.

The Account shall then be blocked and the Pledgor shall not be allowed to dispose of any Pledged Assets

(as defined in the Pledge Agreement) or otherwise make any operations in respect of the Account,

except with the prior written consent of the Pledgee. Once the Account referred to in the Blocking

Notice has been blocked by us, we undertake to send a confirmation (the “Confirmation”) (substantially

in the form attached in Schedule 5 of the Pledge Agreement) to the Pledgee by return of fax. After

having blocked the Account, we will no longer comply with any instructions from the Pledgor with

respect to the Account but shall accept any instructions from the Pledgee in relation to the Account,

which the Pledgee is irrevocably authorised by the Pledgor to operate.

Before using its power of instruction on the Account blocked in accordance with the above, the Pledgee

shall provide us upon written request by the Account Bank acting reasonably, with the following

information:

- a list of the names of the signatories authorised to manage and operate the Pledged Account on

behalf of the Pledgee,

- a certified copy of the identity card of each such signatory,

- a specimen signature of each such signatory, and

- the type of regime applicable to signatures (individual or collective).

In case of any change in relation to the authorized signatories of the Pledgee, the Pledgee shall inform us

without delay of the newly authorised signatories and send us certified copies of their identities.

Any transfers, realisations or enforcement that the Account Bank may conduct in favour of or on behalf

of the Pledgee shall in any event be limited to the value of the cash claims, securities and credit balances

of the Account on the date of any transfer, realisation or enforcement.

3. Notwithstanding anything to the contrary contained herein, the Pledgor formally authorizes us to

promptly provide to the Pledgee, upon and at any time after the occurrence of an Enforcement Event,

upon the Pledgee’s request, from time to time, any information with regard to the Account, the Pledged

Assets and the transactions effected therewith during the term of the Pledge Agreement. Therefore, the

Pledgor releases us of our professional secrecy obligation for any information transmitted in accordance

with the Pledge Agreement to the Pledgee and more generally, of any liability with regard to any

damages whatsoever which we may incur owing to the transmission of such information.

4. The acceptance of the terms of the Pledge Agreement by the Account Bank does not imply any

obligation for the Account Bank to guarantee any commitments of the Pledgor towards the Pledgee or

towards any other party to any other agreement mentioned in the Pledge Agreement. The Account Bank

hereby expressly disclaims any warranty, guarantee, conditions, covenant and representations regarding

any other agreement referred to in the Pledge Agreement as well as regarding the conformity of the

provisions of the Pledge Agreement with Luxembourg law. It is specifically agreed that the Account Bank

shall have no responsibility nor duty to check that the conditions set out in the Pledge Agreement or any

other agreement and defined in these agreements as an “Enforcement Event” are fulfilled, nor to check

that the operation of the Account by the Pledgor is made according to any agreement mentioned in the

Pledge Agreement. Furthermore, the Account Bank has no obligation of any kind of information, control,

monitoring vis-à-vis the Pledgee before the blocking of the Account.

5. As a consequence, the Pledgor and the Pledgee expressly accept that the Account Bank shall not

assume any other obligation than:

- those expressly provided for in this acknowledgement or in the provisions of Luxembourg law

relating to pledges and;

- upon occurrence of an enforcement of the Pledge (clause 4 of the Pledge Agreement), to act

according to the actions which the Pledgee requests the Account Bank to take.

6. In addition to its obligations foreseen in the Pledge Agreement, the Pledgee accepts to send all notices

foreseen in the Pledge Agreement to the Account Bank by registered mail or special courier service and

by email to the following address [email protected] before 17:00 (5:00 PM) Luxembourg time.

7. All reasonable costs and expenses (including without limitation, legal fees) incurred by the Account

Bank in the lawful exercise of the powers and rights hereby conferred shall be payable by the Pledgor.

8. In addition to its obligations foreseen in the Pledge Agreement, the Pledgor hereby agrees to pay to

the Account Bank monthly fees in relation to the Pledge Agreement amounting to 50 EUR (fifty Euros).

9. The Pledgor and the Pledgee hereby acknowledge that the Account Bank shall not be liable for any

loss or damage suffered by the Pledgor or the Pledgee, save if such loss or damage is suffered as a result

of willful misconduct (faute intentionnelle) or gross negligence (faute grave/lourde) of the Account Bank.

The Pledgor will indemnify the Account Bank and keep the Account Bank indemnified against all

reasonable and duly documented damages, losses, actions, claims, expenses, demands and liabilities

which may be incurred by or made against the Account Bank for anything done or omitted in the

exercise or purported exercise of the powers contained herein other than to the extent that such

damages, losses, actions, claims, expenses, demands and liabilities are incurred or made against the

Account Bank as a result of gross negligence or willful misconduct of the Account Bank.

10. For the avoidance of any doubt, to be opposable to us, the pledge on any future account(s) to be

opened with the Account Bank shall have to be subject to (i) a similar notice of pledge from the Pledgor

specifying expressly the account number concerned and (ii) a similar acknowledgement letter from our

bank.

11. These undertakings are for the benefit of the Account Bank only and shall in no way affect the rights

of the Pledgee or the obligations of the Pledgor under the Pledge Agreement, or the existence,

perfection, continuity or enforceability of the Pledge constituted thereunder. In case of discrepancies

between the Pledge Agreement and this acknowledgement, the latter shall prevail insofar as the Account

Bank is concerned.

12. It is agreed that the Account Bank shall have neither responsibility nor duty to check whether the

signatures on behalf of the Pledgee under the Blocking Notice and the release notice are authorized

signatures and validly bind the Pledgee.

13. All capitalised terms used in this acknowledgement and not otherwise defined herein have the same

meaning given to them in the Pledge Agreement or in the notice of pledge.

14. This acknowledgement is governed by and to be construed according to Luxembourg law. The courts

in Luxembourg-City, Grand-Duchy of Luxembourg are the competent courts for any dispute in relation to

this acknowledgement.

Yours sincerely,

________________________


as Account Bank

By:

Title:

SCHEDULE 4

BLOCKING NOTICE

(ON THE LETTERHEAD OF THE PLEDGEE)

Date [•]

From: ING Bank N.V., London Branch, having its registered office at 8-10 Moorgate, London EC2R 6DA,

United Kingdom, the “Pledgee”

To: Société Générale Luxembourg



L - 2420 Luxembourg


Email address:

[TO BE SENT BY EMAIL, AND IMMEDIATELY CONFIRMED BY A TELEPHONE CALL + THE ORIGINAL OF THE

BLOCKING NOTICE TO FOLLOW BY REGISTERED MAIL]

URGENT

Dear Sirs,

1. We refer to the notice of pledge dated 11 August 2021 (the “Notice of Pledge”) regarding an

account pledge agreement dated 11 August 2021 (the “Account Pledge Agreement”) entered into

between Sunray Investments Luxembourg S.à r.l. as Pledgor and ING Bank N.V., London Branch as

Pledgee for the purpose of creating a first ranking pledge (the “Pledge”) over all the monies,

claims, rights, title, interest and any other assets held, or deposited in, or standing to the credit of,

now and in the future, the material account having number held with

you (including, for the avoidance of doubt, any renewal, redesignation and replacement thereof)

(the “Account”), in whatever currency, including any moneys, interest or revenue accrued thereon

or proceeds therefrom as well as any other claims or rights the Pledgor may have, now and in the

future, against you in relation to the Account (the “Pledged Assets”).

2. We hereby inform you that an Enforcement Event has occurred.

3. We hereby kindly request you to block the account 0 (the “Relevant

Account”) in accordance with clause 3 of the Account Pledge Agreement within the time limit

provided for in your acknowledgement dated _______________ 2021 (the “Acknowledgement”).

4. We further request that:

(a) you immediately confirm to us the receipt of this blocking notice by return of email; and

(b) as from the blocking of the Relevant Account, you do not execute any instructions

whatsoever given by the Pledgor and/or any authorised signatories acting on its behalf in

relation to the Relevant Account; and

(c) as from the blocking of the Relevant Account, you exclusively execute the instructions

given by the Pledgee in relation to the Relevant Account.

5. This blocking notice is governed by the laws of the Grand Duchy of Luxembourg. The courts of

Luxembourg City have exclusive jurisdiction to settle any dispute arising out of or in connection

with this blocking notice, even if based on non-contractual obligations.

6. Capitalised terms used in this blocking notice and not otherwise defined herein have the meaning

ascribed to them in the Account Pledge Agreement.

Yours sincerely,

________________________


as Pledgee

By:

Title:

SCHEDULE 5

CONFIRMATION OF BLOCKING

(ON THE LETTERHEAD OF THE ACCOUNT BANK)

Date [•]

From: Société Générale Luxembourg, the “Account Bank”



L - 2420 Luxembourg


Email address:

To: ING Bank N.V., London Branch, having its registered office at 8-10 Moorgate, London EC2R 6DA,


Copy to: Sunray Investments Luxembourg S.à r.l., the “Pledgor”

Dear Sirs,



between Sunray Investments Luxembourg S.à r.l. as Pledgor and ING Bank N.V., London Branch as

Pledgee for the purpose of creating a first ranking pledge (the “Pledge”) over all the monies,

claims, rights, title, interest and any other assets held, or deposited in, or standing to the credit of,

now and in the future, the material account having number held with

us (including, for the avoidance of doubt, any renewal, redesignation and replacement thereof)

(the “Account”), in whatever currency, including any moneys, interest or revenue accrued thereon

or proceeds therefrom as well as any other claims or rights the Pledgor may have, now and in the

future, against us in relation to the Account (the “Pledged Assets”).

2. We further refer to a [blocking notice]/[enforcement notice] dated [•] (the [“Blocking Notice”]/

[“Enforcement Notice”]) and confirm that:

(a) the account (the “Relevant Account”) as referred to in the

[Blocking Notice]/[Enforcement Notice] have been effectively blocked; and

(b) we will not execute any instructions whatsoever given by the Pledgor and/or any

authorised signatories acting on its behalf in relation to the Relevant Account; and

(c) we will exclusively execute instructions given by the Pledgee in relation to the Relevant

Account.

3. This confirmation of blocking is governed by the laws of the Grand Duchy of Luxembourg. The

courts of Luxembourg City have exclusive jurisdiction to settle any dispute arising out of or in

connection with this confirmation of blocking, even if based on non-contractual obligations.

4. Capitalised terms used in this confirmation of blocking and not otherwise defined herein have the

meaning ascribed to them in the Account Pledge Agreement.

Yours sincerely,

________________________


as Account Bank

By:

Title:

________________________


as Account Bank

By:

Title:

SCHEDULE 6

ENFORCEMENT NOTICE

(ON THE LETTERHEAD OF THE PLEDGEE)

Date [•]

From: ING Bank N.V., London Branch, having its registered office at 8-10 Moorgate, London EC2R 6DA,


To: Société Générale Luxembourg



L - 2420 Luxembourg


Email address:

[TO BE SENT BY EMAIL, AND IMMEDIATELY CONFIRMED BY A TELEPHONE CALL + THE ORIGINAL OF THE

ENFORCEMENT NOTICE TO FOLLOW BY REGISTERED MAIL]

URGENT

Dear Sirs,



between ING Bank N.V., London Branch as Pledgee and Sunray Investments Luxembourg S.à r.l. as

Pledgor for the purpose of creating a first ranking pledge (the “Pledge”) over all the monies, claims,

rights, title, interest and any other assets held, or deposited in, or standing to the credit of, now

and in the future, the material account having number held with you

(including, for the avoidance of doubt, any renewal, redesignation and replacement thereof) (the

“Account”), in whatever currency, including any moneys, interest or revenue accrued thereon or

proceeds therefrom as well as any other claims or rights the Pledgor may have, now and in the

future, against you in relation to the Account (the “Pledged Assets”).

2. We hereby give you notice that an Enforcement Event has occurred. Pursuant to clause 4 of the

Account Pledge Agreement (Enforcement of the Pledge), we hereby notify you that we proceed to

the enforcement of the Pledge under the Account Pledge Agreement.

3. We hereby request that, upon the receipt of this enforcement notice and a telephone call from us

confirming the sending of this enforcement notice, you :

(a) block the following accounts (the “Relevant Account”) in

accordance with clause 3 of the Account Pledge Agreement within the time limit provided

for in your acknowledgement dated _______________ 2021 (the “Acknowledgement”);

and

(b) promptly provide us with (i) an up-to-date statement of account showing the detail of all

assets held in the Relevant Account as per the date of the business day immediately prior

to the date of the confirmation of receipt of this enforcement notice together with (ii) the

calculation of the reasonable amount of the then outstanding customary fees and

expenses for the routine maintenance and operation of the Relevant Account; and

(c) [Please transfer [any and all cash balances] OR [the amount of [***]] held in the Account

number [ to the following account [***]in the name of the

Pledgee; and/or]

(d) [any other enforcement instructions in relation to the Pledged Assets].

4. This enforcement notice is governed by the laws of the Grand Duchy of Luxembourg. The courts of

Luxembourg City have exclusive jurisdiction to settle any dispute arising out of or in connection with

this enforcement notice, even if based on non-contractual obligations.

5. Capitalised terms used in this enforcement notice and not otherwise defined herein have the meaning

ascribed to them in the Account Pledge Agreement.

Yours sincerely,

________________________


as Pledgee

By :

Title :