Form SC 13D/A - General statement of acquisition of beneficial ownership: [Amend]

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

Sole Voting Power

0

Shared Voting Power

46,294,005 (1)

Sole Dispositive Power

0

Shared Dispositive Power

46,294,005 (1)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

Trinity Biotech plc

(Name of Issuer)

Class ‘A’ Ordinary Shares

(Title of Class of Securities)

896438306

(CUSIP Number)

Park Heejoo

President and CEO

MiCo IVD Holdings, LLC

85 Orchard Road

Skillman, New Jersey 08558

512-650-6322

with a copy to

Jeongseok Jay Yu, Esq.

Daniel S. Clevenger, Esq.

Foley Hoag LLP

Seaport West

155 Seaport Boulevard

Boston, MA 02210

617-832-1000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 20, 2023

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 896438306		13D		Page 1 of 11 Pages


1.		Names of Reporting Persons. MiCo IVD Holdings, LLC
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

(1)

Includes: (i) 44,759,388 Class ‘A’ ordinary shares (“Ordinary Shares”) represented by 11,189,847 American Depository Shares (“ADS”) owned by MiCo IVD Holdings, LLC (“MiCo IVD”), a majority-owned subsidiary of Mainstream Holdings, Ltd.; and (ii) 1,534,617 Ordinary Shares represented by ADSs that would be issuable upon conversion of Issuer’s 1.50%, seven-year, unsecured junior convertible note (“Convertible Note”) with a conversion price of U.S. $3.24 per ADS that is held by MiCo IVD. This amount excludes ADSs representing an additional 23,156,741 Ordinary Shares that would otherwise be issuable under the Convertible Note but for the Conversion Limitation (as defined below in this Schedule 13D). Each ADS reported on this Schedule 13D represents four (4) Ordinary Shares.

(2)

Based on 152,830,282 Class ‘A’ Ordinary Shares of the Issuer reported to be outstanding by the Issuer as of April 15, 2023 in the Issuer’s Form 6-K filed pursuant to Rule 13a-16 or 15d-16 on September 6, 2023 and the 1,534,617 Ordinary Shares represented by ADSs issuable upon conversion of the Convertible Note.


CUSIP No. 896438306		13D		Page 2 of 11 Pages


1.		Names of Reporting Persons. Mainstream Holdings, Ltd.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) OO
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Republic of Korea

(1)

Includes: (i) 44,759,388 Ordinary Shares represented by 11,189,847 ADSs owned by MiCo IVD and (ii) 1,534,617 Ordinary Shares represented by ADSs that would be issuable upon conversion of the Convertible Note with a conversion price of U.S. $3.24 per ADS that is held by MiCo IVD. This amount excludes ADSs representing an additional 23,156,741 Ordinary Shares that would otherwise be issuable under the Convertible Note but for the Conversion Limitation (as defined below in this Schedule 13D). Each ADS reported on this Schedule 13D represents four (4) Ordinary Shares.

(2)


CUSIP No. 896438306		13D		Page 3 of 11 Pages


1.		Names of Reporting Persons. Mainstream New Growth No. 1 Private Equity Fund
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Republic of Korea

(1)

(2)


CUSIP No. 896438306		13D		Page 4 of 11 Pages


1.		Names of Reporting Persons. New Main Equity Co., Ltd.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Republic of Korea

(1)

(2)


CUSIP No. 896438306		13D		Page 5 of 11 Pages


1.		Names of Reporting Persons. Kim Chang-hee
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Republic of Korea

(1)

(2)


CUSIP No. 896438306				Page 6 of 11 Pages

The purpose of this Amendment No. 2 (“Amendment No. 2”) to the joint statement on Schedule 13D with respect to the Class ‘A’ Ordinary Shares, par value U.S. $0.0109 per share (the “Ordinary Shares”), of Trinity Biotech, plc, a company organized under the laws of Ireland (the “Issuer”), filed by MiCo Co., Ltd. (“MiCo Parent”) and MiCo IVD Holdings, LLC, a Delaware limited liability company (“MiCo IVD”) on December 7, 2022 (such joint statement, as amended herein, the “Schedule 13D”), filed jointly by the Reporting Persons (as defined below), is to report the change in the beneficial ownership of the Reporting Persons as a result of the execution of the MiCo IVD Purchase (as defined below) on December 20, 2023 and the execution of the Joint Filing Agreement by the Reporting Persons following the completion of the MiCo IVD Purchase. Capitalized terms used but not defined herein have the respective meanings given to them in the Schedule 13D.

On January 2, 2024, MiCo Parent filed an Amendment No. 1 to the Schedule 13D (“Amendment No. 1”) to report its sale of all of its equity interests in MiCo IVD to Mainstream Holdings (as defined below). Amendment No. 1 speaks only of the beneficial ownership interests of MiCo Parent, and the disclosures provided therein shall be disregarded in their entirety for the purposes of this Amendment No. 2, except that the exhibits included in response to Item 7 of Amendment No. 1 shall be incorporated herein by reference as described in Item 7 below.

1. Item 2 of the Schedule 13D is hereby amended and restated in full as follows:

(a) This Amendment No. 2 is being filed jointly by MiCo IVD, Mainstream Holdings, Ltd., a limited company incorporated in South Korea (“Mainstream Holdings”), Mainstream New Growth No. 1 Private Equity Fund, a private equity fund incorporated in South Korea (“Mainstream New Growth”), New Main Equity Co., Ltd, a limited company incorporated in South Korea (“New Main Equity”), and Kim Chang-hee (collectively, the “Reporting Persons”). Mainstream Holdings owns all of the equity interests in MiCo IVD, Mainstream New Growth owns all of the equity interests in Mainstream Holdings, and New Main Equity is the general partner of Mainstream New Growth. Mr. Chang-hee serves as the managing director of Mainstream Holdings and New Main Equity. Park Heejoo serves as the sole director, chief executive officer and president of MiCo IVD.

(b) The address of each of the Reporting Persons, except for MiCo IVD, and Mr. Heejo is #11-B-05, 11F, 20, Gukjegeumyung-ro, Yeongdeungpo-gu, Seoul, Republic of Korea, and the address of MiCo IVD is 85 Orchard Road, Skillman, New Jersey 08558.

(c) The principal business of each of Mainstream Holdings, Mainstream New Growth, and New Main Equity is to acquire, hold and dispose of interests in various companies for investment purposes and to take all actions incident thereto. The principal business of MiCo IVD is investing in securities of the Issuer. The principal occupation of Mr. Chang-hee is to serve as the managing director of Mainstream Holdings and New Main Equity. The principal occupation of Mr. Heejoo is to serve as the chief executive officer and president of MiCo IVD.


CUSIP No. 896438306				Page 7 of 11 Pages

(d) – (e) During the last five years, neither the Reporting Persons, nor any person identified in Item 2(a), has: (i) been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Each of the Reporting Persons, except for MiCo IVD, was formed in or is a citizen of, as applicable, South Korea. MiCo IVD was formed in Delaware, United States.

1. Item 3 of Schedule 13D is hereby amended and restated as follows:

A total of approximately U.S. $45 million was paid to the Issuer to acquire the ADSs reported as beneficially owned herein by the Reporting Persons and the ADSs that would otherwise be convertible under the Convertible Note (as defined below).

In connection with the MiCo IVD Purchase (as defined below), Mainstream Holdings paid to the Sellers (as defined below) a total of 15,000,000,000 South Korean won, which was financed in the amount of 10,000,000,000 South Korean won pursuant to a Loan Agreement, dated December 20, 2023, by and between Mainstream Holdings as borrower, and Kiwoom Capital Co., Ltd. and Bookook Capital Co., Ltd. as lenders (the “Loan Agreement”), and the remainder from the working capital of New Main Equity. The Loan Agreement is secured by, among other things, Mainstream Holdings’ equity interests in MiCo IVD.

The foregoing description of the Loan Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, an unofficial English translation copy of which is incorporated by reference as an exhibit to this Schedule 13D.

2. Item 4 of Schedule 13D is hereby amended by deleting the final paragraph and replacing with the following new paragraphs:

On December 20, 2023, MiCo Parent and MiCoBioMed Co., Ltd. (“MiCoBioMed” and, together with MiCo Parent, the “Sellers”), the minority owner of MiCo IVD and, together with MiCo Parent, beneficial owners of 100% of the interests of MiCo IVD, entered into a Share Purchase Agreement with Mainstream Holdings (the “Share Purchase Agreement”), pursuant to which the Sellers agreed to sell to Mainstream Holdings all of their equity interests in MiCo IVD for a total of 15,000,000,000 South Korean won (the “MiCo IVD Purchase”). The MiCo IVD Purchase closed on December 21, 2023, following which time Mainstream Holdings became the sole shareholder of MiCo IVD.


CUSIP No. 896438306				Page 8 of 11 Pages

In connection with the MiCo IVD Purchase, on December 20, 2023, Mainstream Holdings and MiCo Parent entered into a Price Return Swap Agreement (the “Swap Agreement”), pursuant to which, in connection with the sale of any Ordinary Shares by MiCo IVD, the difference between the sale price and a set settlement amount will be settled in cash between the parties. The Swap Agreement does not permit settlement in the form of securities of the Issuer. The Swap Agreement has a term of one year and also provides MiCo Parent with a put option against Mainstream Holdings until one month from the termination date of the Swap Agreement (or earlier, if the Swap Agreement is earlier terminated pursuant to its terms).

Each of the foregoing descriptions of the Share Purchase Agreement and the Swap Agreement, as applicable, does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, unofficial English translation copies of which are incorporated by reference as exhibits to this Schedule 13D.

The applicable Reporting Persons made all acquisitions as described herein for investment purposes. As of the date of this Schedule 13D, the Reporting Persons may determine to dispose of all or a portion of MiCo IVD’s holdings in the Issuer. Any disposition of these holdings may be made through private or public sales, including pursuant to the Resale Registration Statement, any trading plans that MiCo IVD might adopt pursuant to Rule 10b-5(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any hedging transactions. The Reporting Persons intend to review their investment in the Issuer on an ongoing basis and, in the course of their review, subject to the Conversion Limitation (as defined above), may acquire additional equity interests, may retain or sell all or a portion of the equity interests of the Issuer held by the Reporting Persons, may distribute such equity interests held by the Reporting Persons to other entities and/or may take actions (including through their affiliates) with respect to their investment or the Issuer, including, without limitation, communicating with the Issuer’s board of directors (the “Board”), members of management or other security holders of the Issuer, or other third parties (including, among others, creditors) from time to time, taking steps to implement a course of action with respect to the Issuer, including, without limitation, engaging advisors, including legal, financial, regulatory, technical and/or industry advisors, to assist in any review, and evaluating strategic alternatives regarding the Issuer and the ADS Investment. Such discussions and other actions may relate to, subject to the terms and conditions of the documents described herein to which the Reporting Persons are a party, various alternative courses of action, including, without limitation, those related to an extraordinary corporate transaction (including, but not limited to, an acquisition, merger, business combination, reorganization or liquidation) involving the Issuer or any of its subsidiaries; a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; material asset purchases; the formation of joint ventures with the Issuer or any of its subsidiaries or the entry into other material projects; changes in the present business, operations, strategy, future plans or prospects of the Issuer, financial or governance matters; changes to the Board (including board composition) or management of the Issuer; nominating individuals for consideration by the nomination committee of the Board for appointment to the Board; changes to the capitalization, ownership structure, dividend policy, business or corporate structure or governance documents of the Issuer; de-listing or de-registration of the Issuer’s securities, or any action similar to those enumerated above. The Reporting Persons reserve the right to, and may in the future, discuss, meet with, and/or send correspondence to (a) the Issuer’s management and/or Board, (b) other holders of


CUSIP No. 896438306				Page 9 of 11 Pages

securities of the Issuer, and/or (c) other third parties (including creditors) to discuss and/or formulate any plans or proposals regarding the Issuer or its securities. No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) – (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. There can be no assurance, however, that any of the Reporting Persons will take any of the foregoing actions, and the Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or plans or proposals with respect thereto. This document (including the foregoing statements in this paragraph) is not intended to, and does not, constitute or form part of any offer, possible offer, invitation or the solicitation of an offer by the Reporting Persons to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to this document or otherwise.

3. Item 5 of the Schedule 13D is hereby amended and restated in full as follows:

(a)-(b) The aggregate number and percentage of the Ordinary Shares beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this Schedule 13D and are incorporated herein by reference.

As of the date hereof, due to the Conversion Limitation (as defined above), the Reporting Persons may be deemed to beneficially own 46,294,005 Ordinary Shares consisting of: (i) 11,189,847 ADSs, which represent 44,759,388 Ordinary Shares and a beneficial ownership of 29.3% of the outstanding Ordinary Shares, and (ii) ADSs representing 1,534,617 Ordinary Shares issuable upon conversion of the Convertible Note. This represents an aggregate beneficial ownership of 29.99% of the Ordinary Shares, calculated on an as-converted basis assuming partial conversion of the Convertible Note into ADSs, subject to the Conversion Limitation.

The percentage of beneficial ownership is based upon 152,830,282 Ordinary Shares reported to be outstanding by the Issuer as of April 15, 2023 in the Issuer’s Form 6-K filed on September 6, 2023 and the 1,534,617 Ordinary Shares represented by ADSs issuable upon conversion of the Convertible Note held by MiCo IVD. Each of Mainstream Holdings, Mainstream New Growth, New Main Equity and Kim Chang-hee may be deemed to be the beneficial owner of the Ordinary Shares beneficially owned by MiCo IVD through his or its ownership interests in MiCo IVD, ownership interests in Mainstream Holdings, role as general partner of Mainstream New Growth, and role as managing director of New Main Equity and Mainstream Holdings, respectively.

The number of ADSs into which the Convertible Note is convertible is limited by the Conversion Limitation. In accordance with Rule 13d-4 under the Exchange Act, the Reporting Persons disclaim beneficial ownership of any and all shares of Ordinary Shares represented by ADSs issuable upon any conversion of the Convertible Note to the extent


CUSIP No. 896438306				Page 10 of 11 Pages

that such conversion would cause the Reporting Persons’ aggregate beneficial ownership to exceed or remain above the 29.99% limit described in the Conversion Limitation. Due to the Conversion Limitation, as of the date of this filing, the Reporting Persons disclaim beneficial ownership with respect to the remaining ADSs representing 23,156,741 Ordinary Shares into which such notes would otherwise be convertible. Without the Conversion Limitation, as of the date of this filing, the Reporting Persons would have beneficial ownership of 39.1% of the voting power of the Issuer, calculated on an as-converted basis assuming full conversion of the Convertible Note into ADSs.

Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any Reporting Person is the beneficial owner of Ordinary Shares referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose and each of Mainstream Holdings, Mainstream New Growth, New Main Equity and Mr. Chang-hee expressly disclaims beneficial ownership of such shares.

(c) Except as set forth in this Schedule 13D, neither the Reporting Person nor, to the best knowledge of the Reporting Persons, any other person named in Item 2, has engaged in any transaction in Ordinary Shares during the past 60 days.

(d) Not Applicable.

(e) Not Applicable.

4. Item 7 of Schedule 13D is hereby amended to add the following:


		Exhibit No. 8		English Translation of Share Purchase Agreement, dated December 20, 2023, by and among MiCo Parent, MiCoBioMed and Mainstream Holdings (incorporated by reference to Amendment No. 1 to the Schedule 13D filed with the SEC on January 2, 2024)

		Exhibit No. 9		Revocation of Joint Filing Agreement (incorporated by reference to Amendment No. 1 to the Schedule 13D filed with the SEC on January 2, 2024)

		Exhibit No. 10		English Translation of Loan Agreement, dated December 20, 2023, by and between Mainstream Holdings as borrower, and Kiwoom Capital Co., Ltd. and Bookook Capital Co., Ltd. as lenders.

		Exhibit No. 11		English Translation of Price Return Swap Agreement, dated December 20, 2023, by and between Mainstream Holdings and MiCo Parent.

		Exhibit No. 12		Joint Filing Agreement dated January 2, 2024, by and among the Reporting Persons

5. Except as expressly modified hereby, all provisions of the Schedule 13D shall continue in full force and effect.

* * *


CUSIP No. 896438306				Page 11 of 11 Pages

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


Date: January 2, 2024

MiCo IVD Holdings, LLC

By:		/s/ Park Heejo
Name:		Park Heejoo
Title:		President and CEO

Mainstream Holdings, Ltd.

By:		/s/ Kim Chang-hee
Name:		Kim Chang-hee
Title:		Managing Director

Mainstream New Growth No. 1 Private Equity Fund

By:		/s/ Kim Chang-hee
Name:		New Main Equity Co. Ltd. (by Kim Chang-hee, Managing Director)
Title:		General Partner

New Main Equity Co., Ltd.

By:		/s/ Kim Chang-hee
Name:		Kim Chang-hee
Title:		Managing Director

/s/ Kim Chang-hee
Kim Chang-hee

Exhibit 10

This Agreement shall be provided in accordance with applicable laws and regulations and internal control standards.

Loan Agreement

- Lender -

Institutions specified in Appendix 1

- Borrower -

Mainstream Holdings, Ltd.

December 20, 2023

Table of contents


Chapter 1 General Provisions			3
Article 1-1 (Definitions)			3
Article 1-2 (Interpretation)			7

Chapter 2 Loans			9
Article 2-1 (Loan Agreement)			9
Article 2-2 (Use of the Loan Amount)			9
Article 2-3 (Withdrawals)			9
Article 2-4 (Withdrawal Prerequisites)			9
Article 2-5 (Post-Withdrawal Conditions)			10
Article 2-6 (Exemption from Loan Obligations)			10

Chapter 3 Payment of Interest and Repayment of Loans			10
Article 3-1 (Interest, Late Interest)			10
Article 3-2 (Payment of Interest)			10
Article 3-3 (Repayment of Loans)			11
Article 3-4 (Voluntary Early Reimbursement)			11
Article 3-5 (Mandatory Early Reimbursement)			11
Article 3-6 (Early Redemption Fee)			11
Article 3-7 (Payment Criteria and Provision for Reimbursement)			11

Chapter 4 Fund Management			12
Article 4-1 (Opening of Deposit Account and Management of Funds)			12

Chapter 5 Security			13
Article 5-1 (Principles of Security Establishment)			13
Article 5-2 (Equity Pledge)			13
Article 5-3 (Pledge of Deposit)			13
Article 5-4 (Settlement Bond Pledge)			14

Chapter 6 Verification, Coverage, and Compliance			14
Article 6-1 (Verification and Guarantee)			14
Article 6-2 (Active Compliance)			15
Article 6-3 (Passive Compliance)			15


Chapter 7 Default			16
Article 7-1 (Default)			16
Article 7-2 (Forfeiture of Benefit of Time)			17

Chapter 8 Others			17
Article 8-1 (Expenses)			17
Article 8-2 (Notification)			18
Article 8-3 (Assignment)			19
Article 8-4 (Confidentiality)			19
Article 8-5 (Retention of Documents)			19
Article 8-6 (Others)			20
Article 8-7 (Governing Law and Jurisdiction)			20

Appendix 1 Lenders and Loan Agreements			1
Appendix 2 Documents for Withdrawal Prerequisite			2
Appendix 3 Documents for Post-Withdrawal Conditions			3

Exhibit 1 Withdrawal Request (Form)			4
Exhibit 2 Subordinated Commitment (Form)			5

Loan Agreement

This Loan Agreement [hereinafter referred to as “this Agreement”] is entered into on December 20, 2023 (the “Effective Date”), by the following parties.


		Lender		Institutions specified in Appendix 1 (hereinafter be referred to individually as a “Lender” and collectively as “Lenders” as the context may require)

		Borrower		Mainstream Holdings Limited (the “Borrower”)

The Lender and Borrower are individually referred to as the “Party”, and collectively as the “Parties”.

The Parties enter into this Agreement as follows:

Chapter 1 General Provisions

Article 1-1 (Definitions)

The terms used in this Agreement shall have the following meanings, unless otherwise defined in this Agreement:

“Financial Obligations” means any of the following debts in relation to a company:

Any debts related to deposits or advances of any type that have the effect of debts or borrowings (excluding deposits or advances made by customers during the course of normal business activities)

All debts shown on debentures, notes, securities, or certificates of a similar nature (excluding debts shown on notes or similar certificates issued in connection with accounts payable in the ordinary course of business)

Debts where interest accrues normally with the effect of borrowing

All financial obligations of third parties secured by the assets of the company {such obligations shall be limited to the lower of the amount of the applicable secured debt or, (if applicable), the security limit}

Debts under the conditional sale or other sale of ownership in connection with the assets of the company having the nature of borrowing (excluding contractual obligations incurred in the course of ordinary business activities)

Any debts related to the sale or servicing of assets whose payment is deferred more than ninety (90) days from the usual payment period

Guarantee obligations of the relevant company related to the financial obligation of a third party (if there is a guarantee limit under the relevant guarantee contract, it is limited to the extent of the guarantee limit)

Debts to be accounted for as financial lease on the balance sheet of the company (However, if the Korean corporate accounting standards applicable to the company do not distinguish between financial lease and operating lease, it is classified as a lease and means the debt to be accounted for)

Liability for damages related to guarantees, letters of credit or other certificates issued by banks or financial institutions (except those issued in connection with payment obligations related to the purchase of goods in the ordinary course of the Borrower’s business activities)

Liabilities related to the sale of trade receivables (excluding divestitures without recourse, and the release and termination provisions resulting from the violation of the usual representation guarantees are deemed to be without recourse)

Debts related to amounts incurred in other transactions, including trade-for-trade, that have the effect of borrowing

Debts related to derivative transactions for hedging purposes (these debts are limited to the range of value of the derivative transactions as assessed by the market)

“Majority Lender” means (i) the Lender (s) holding two-thirds or more of the Loan Commitment Amount of the Loan Agreement if no withdrawal has been made, and (ii) the Lender (s) holding two-thirds or more of the total amount of the Loan Agreement after the withdrawal has been made.

“Security Agreement” means all agreements and documents concluded or prepared in connection with the security and rights provided or conferred on the Lender pursuant to Chapter 5 of this Agreement.

“Security Right” means a security right (including personal security) established pursuant to the Security Agreement.

“Loan Transaction Agreement” means all of the various agreements and other annexes prepared in connection with this Agreement, including this Agreement and the Security Agreement.

“Loan Amount” means the principal amount of the loan withdrawn up to the Loan Commitment Amount that the Lender has agreed to lend to the Borrower pursuant to this Agreement or the outstanding balance of the principal amount of the loan at that time, according to the context.

“Loan Maturity Date” means the day on which the full amount of each Loan Amount is to be repaid, which is the day corresponding to the withdrawal date of the month that is the twelfth (12th) month from the withdrawal date. However, if all of the Lenders agree, the Loan Maturity Date may be extended up to two (2) times of three (3) months each. If the Loan Maturity Date is not a business day, the Loan Maturity Date means the business day immediately thereafter.

“Loan Commitment Amount” means the sum of the amount of the limit that the Lender has agreed to lend to the Borrower in accordance with this Agreement, KRW 10 billion (W 10,000,000,000), or, depending on the context, the amount that each Lender is obligated to lend to the Borrower in accordance with the terms and conditions of this Agreement, to the extent that each Lender does not exceed the above amount, and the Loan Commitment Amount for each Lender shall be as specified in Appendix 1 to this Agreement.

“Loan Principal Amount” means the then-current outstanding balance of the Loan Amount of the Lender and the total amount of interest (including overdue interest) accrued thereon.

10.

“Loan Interest Period” means the period from the date of withdrawal to the date of repayment of all Loan Amount.

11.

“Loan Interest Payment Date” means the last day of the Loan Interest Period.

12.

“Price Return Swap (Agreement)” means the Price Return Swap Agreement between Mico Co., Ltd. (hereinafter referred to as “Mico”) and the Borrower on December 20, 2023, in which the Borrower shall settle certain fixed profits that the Borrower receives from Mico pursuant to the Price Return Swap Agreement and variable profits arising from the Borrower’s equity shares in the acquired Target Company.

13.

“Target Company” means Mico IVD holdings, LLC, established under the laws of the State of Delaware, United States of America.

14.

“Acquisition Equity Shares” means all equity shares in the acquired Target Company that are purchased by the Borrower pursuant to the Share Purchase Agreement.

15.

“Share Purchase (Agreement)” means the Share Purchase Agreement entered into on December 20, 2023, in which the Purchaser, the Borrower, agrees to purchase 4,800 units of the Target Company held by the Sellers, MiCo Ltd. and MiCo BioMed Co., Ltd.

16.

“Reason for Insolvency” means that one of the following reasons has occurred for a corporation:

If there is a suspension of transactions prescribed by the Financial Settlement Agent’s Code of Practice for the exchange of notes

If it is impossible to perform normal business due to insolvency, initiation of liquidation or dissolution procedures, application or initiation of rehabilitation or bankruptcy procedures under the Debtor Rehabilitation and Bankruptcy Act, or occurrence of other similar reasons, etc.

If a procedure similar to item (b) above is initiated and there is a financial risk that it is objectively judged to be difficult to implement this contract

17.	“Business Day” means the day on which commercial banks are opening for business in the Republic of Korea, excluding Saturdays, Sundays, Workers’ Day and Public holidays of government offices according to regulations on public holidays of public offices.

18.	“Principal and Interest Repayment Account” has the meaning defined in Article 4-1.

19.	“Withdrawal Period” means the period during which the Borrower may request the withdrawal of this Agreement and shall mean the period within one (1) month from the Effective Date of this Agreement.

20.	“Withdrawal Prerequisites” means terms and conditions defined in Article 2-4, which must be fulfilled in advance for the withdrawal of the Loan Commitment Amount.

21.

“Withdrawal Date” means the day on which the Lender executes a loan to the Borrower within the limit of the Loan Commitment Amount in accordance with terms and conditions of this Agreement, including meeting the Withdrawal Prerequisites pursuant to Article 2-4, and the Lender executes a loan to the Borrower in accordance with this Agreement on the Withdrawal Date is referred to as “Withdrawal”.

22.	“Post-Withdrawal Conditions” means terms and conditions defined in Article 2-5, which must be fulfilled after the Withdrawal of the Loan Commitment Amount.

23.

“Participation Ratio” means, with respect to each Lender, the ratio of (i) the Loan Commitment Amount of each Lender divided by the total Loan Commitment Amount under this Agreement, if withdrawals have not been made, and (ii) the Loan Amount of each Lender divided by the total Loan Amount under this Agreement if withdrawals have been made.

24.	“Secured Claim” means all monetary bonds held by the Lender against the Borrower in accordance with this Agreement, including the principal and interest on the Loan Amount.

25.	“Secured Debt” means a monetary obligation owed by the Borrower to the Lender corresponding to the Secured Claim.

26.	“Permitted Security” means any of the following as security established on the Borrower’s assets:

Security established in accordance with this Agreement

Security naturally accrued and borne in accordance with the provisions of relevant laws and regulations (including statutory collateral, collateral subject to taxation)

Security provided for tax purposes subject to appeal

Security provided by a judgment or decision that does not constitute grounds for default or collateral provided for payment to the court as collateral for costs related to a trial or other legal proceeding

Various liens arising in connection with the ordinary business activities of the Borrower (However, the Borrower must extinguish them within 3 months from the date of establishment of the lien)

Security provided by the Borrower to the competent administrative authority in relation to permits (including, but not limited to, reports, registrations, etc.) obtained by the Borrower pursuant to the relevant laws and regulations, with prior notice to the Lender.

Security provided or offered in connection with the Permitted Debt

Other Security agreed to by the Majority Lender

27.

“Permitted Debt” means a financial debt incurred by the Borrower falling under any of the following items:

Financial obligations under this Agreement

Financial obligations under the Price Return Swap Agreement

Financial obligations arising under the relevant laws and regulations

Financial obligations for refinancing for the purpose of (early) repayment of all Loan Amount

Subordinated Liabilities

Other debts agreed to by the Majority Lender

28.

“Subordinated Liabilities” means the financial obligations of the Borrower that meet all of the following requirements:

The maturity date of the financial debt comes later than the loan maturity date,

Under no circumstances, including bankruptcy proceedings and rehabilitation proceedings under the Debtor Rehabilitation and Bankruptcy Act, shall the principal and other funds on the financial debt concerned be actually paid until all secured debts under this Agreement have been repaid,

If security is established with respect to the financial obligation concerned, (i) collateral shall not be established with respect to collateral in which collateral rights for Lenders are established under this Agreement, and (ii) if collateral is to be established with respect to property belonging to the Borrower in which the collateral rights under this Agreement are not established, the collateral shall first be established with respect to the collateral in which collateral rights for Lenders under this Agreement are established as a priority,

Before the Borrower can borrow the financial debt, the creditor of the financial debt is Attached 2. Subordinated declarations of substantially the same form and content as shall be prepared and submitted to the Lenders.

Article 1-2 (Interpretation)

①	This Agreement shall be construed in accordance with the following subparagraphs, unless otherwise provided for in this Agreement:

Except as may be construed in context in this Agreement, references in the singular shall be construed as including references in the plural and vice versa.

Except as otherwise required by context, in this Agreement, the term law, statute, or regulation shall mean any law, statute, or regulation replaced, amended, or modified from time to time, and shall be construed as referring to any agreement or document that has been amended, changed, supplemented, or updated from time to time.

In this Agreement, “law”, “statute” or “regulation” includes the constitution, laws, orders, regulations, treaties, conventions, agreements, subsidiary or subordinate legislations, and any other statutory provisions in force, and “tax” means taxes, levies, fees, and any interest or additional taxes thereon to be imposed or withheld by the relevant authority or imposing authority.

The accounting terminology used in this Agreement shall be construed in accordance with the accounting principles generally accepted in the Republic of Korea, unless otherwise defined in this Agreement.

The Lender, Borrower and any other person referred to in this Agreement shall include their respective lawful successors and assigns of their rights and/or obligations.

In this Agreement, “debt” or “bond” shall be construed as “bond” or “debt” in the position of the other party, respectively.

In this Agreement, “month”, “month” or “month” means the period beginning on a specific day of a month and ending on the numerically matched day of the next month or the last day of the next month (if there is no numerically matched day or if a period begins on the last day of a month).

Unless otherwise provided in this Agreement, Exhibits, Annexes and Forms attached to this Agreement shall be deemed part of this Agreement and, unless otherwise indicated, references to Articles, Exhibits, Annexes and Forms in this Agreement shall be construed as references to Articles, Exhibits, Annexes and Forms in this Agreement.

The headings, texts, and contents of all provisions and attachments are for convenience only and shall not form part of or be used to constitute the meaning of any part of this Agreement.

10.

If the month to be referred to as the “Equivalent Date” in this Agreement is different, it means the same day for the calendar year, if the year to be mentioned is different, it means the same day for the calendar year, and if the corresponding date is not in the month, it means the last day of the month.

11.

The term “including” has the exemplary meaning “including but not limited to.”

②	In calculating the amount of interest, overdue interest, fees, and early repayment amount under this Agreement, matters not specified in this Agreement shall follow the general practice of the Lender.

Chapter 2 Loans

Article 2-1 (Loan Agreement)

The Borrower shall receive the Loan Amount from each Lender for the full Loan Amount of the Loan Commitment Amount in accordance with this Agreement, and each Lender shall lend to the Borrower the full Loan Amount of the respective Loan Commitment Amount in accordance with this Agreement.

Article 2-2 (Use of the Loan Amount)

①

The Borrower shall use the Loan Amount only for the purpose recognized by the payment of the purchase amount under the Share Purchase Agreement, expenses of incidental thereto, financial expenses such as interests, fees, etc. under the Loan Agreement, the operating expenses of the Borrower and the purpose approved by all Lenders.

②	All liability arising from the use of the Borrower for purposes other than those described in paragraph 1 shall be borne by the Borrower, and the Lender shall bear no responsibility.

Article 2-3 (Withdrawals)

①

The Borrower may request the withdrawal of the Loan Commitment on one (1) occasion within the limit of the Loan Commitment set forth in this Agreement by submitting to the Lenders a withdrawal request in the form and substance of Appendix 1 by the Business Day (or another day agreed upon by all Lenders) immediately preceding the date of withdrawal.

②	The withdrawal request under paragraph (1) cannot be cancelled, changed or withdrawn, and the Borrower shall withdraw the loan from the Lender.

③

Upon receiving the withdrawal request referred to in paragraph (1), and if all the prerequisites for withdrawal are met, each Lender shall execute the loan on the date of withdrawal by depositing the relevant loan into the account designated by the Borrower in accordance with the withdrawal request.

Article 2-4 (Withdrawal Prerequisites)

The obligation of each Lender to lend the relevant loan agreement to the Borrower in accordance with this Agreement shall be subject to the prerequisite that all of the following matters are satisfied on the withdrawal date or that the Lender is exempted or suspended with the consent of the relevant Lender.

Appendix 2 to the Lender by the date of the Borrower’s withdrawal Must have submitted the Withdrawal Prerequisites document set forth in

All loan transaction agreements shall be entered into lawfully and validly in a content and format satisfactory to the Lender and shall bind the Parties concerned.

All the prerequisites for closing the transaction under the concerned equity trading contract shall have been satisfied or exempted, except for the prerequisite condition that the concerned equity trading contract is lawfully concluded and validly existing, and that the payment of the purchase price under the concerned equity trading contract is satisfied at the same time as the closing of the transaction due to its nature.

The confirmations and guarantees set forth in Article 6-1 shall be true and accurate in important respects.

The grounds for default prescribed in Article 7-1 shall not have occurred.

Article 2-5 (Post-Withdrawal Conditions)

After withdrawal, the Borrower must submit the documents specified in Appendix 3 to the Lenders within the deadline specified in Appendix 3 in a format and content satisfactory to the Lenders.

The prerequisites for withdrawal under Article 2-4 shall continue to have full effect.

The financial-related contract must be duly and validly concluded and survive, and the security conditions under this agreement must be continuously implemented and fulfilled.

Article 2-6 (Exemption from Loan Obligations)

①

If the Borrower requests a loan in accordance with Article 2-3, Paragraph 1, but the prerequisite for withdrawal is not met by the date of withdrawal, or the prerequisite for withdrawal is not deferred with the written consent of the Lender, the Lender shall not be liable for the loan under this Agreement.

②	If the Borrower does not withdraw the Loan Commitment within the withdrawal period, each Lender shall not be liable for the Loan under this Agreement.

Chapter 3 Payment of Interest and Repayment of Loans

Article 3-1 (Interest, Late Interest)

①	The interest rate on the loan shall be a fixed rate of 9.0% per year.

②

Interest on the loan shall be the amount calculated by the interest rate specified in the corresponding outstanding loan amount x actual number of days elapsed/365 for the loan interest period (dividing the actual number of days elapsed by 366 for the loan interest period belonging to the leap year), and in calculating the actual number of days elapsed, the first day of the loan interest period shall be counted and the last day shall not be counted.

③

If the Borrower fails to pay the loan amount, interest thereon, and other amounts to be paid on the due date set forth in the Loan Transaction Agreement (including the due date due on the loss of profit of the due date), the overdue interest shall be paid at the overdue interest rate added to the interest rate referred to in paragraph (1), applicable to the unpaid amount, by 3% per annum for the period from the date of payment to the actual date of payment. In this case, one year is considered 365 days (366 days in leap years) and calculated according to the number of days of delinquency, and in calculating the delinquency period, the first day of the delinquency period is counted and the last day is not counted.

Article 3-2 (Payment of Interest)

The Borrower shall pay interest (including overdue interest) calculated pursuant to Article 3-1 on the date of loan interest payment to each Lender by transferring or transferring the interest (including overdue interest) to an account designated by each Lender.

Article 3-3 (Repayment of Loans)

Except as otherwise provided in this Agreement, the Borrower shall repay the Loan due under this Agreement in a lump sum on the Loan Due Date.

Article 3-4 (Voluntary Early Reimbursement)

Unless a reason for default of Article 7-1 is incurred by the Borrower, the Borrower may voluntarily repay all or part of the Loan early, even before the expiration date of the Loan, in accordance with the following subparagraphs:

The Borrower shall notify the Lender five (5) business days before the early repayment date (or until all Lenders agree thereafter) by stating the early repayment amount and the early repayment date in writing.

In addition to the loan amount to be repaid early, the Borrower shall also repay the past interest (including overdue interest) accrued on the entire loan amount by the date of early repayment, and any money that the Borrower must pay to the Lender under this Agreement.

Article 3-5 (Mandatory Early Reimbursement)

If the payment of the settlement amount or the foot option settlement amount under the concerned income settlement agreement is completed even before the loan is due, the Borrower shall repay all the mortgage obligations early on the next business day of the day on which the settlement amount or the foot option settlement amount is paid.

Article 3-6 (Early Redemption Fee)

If the Borrower repays the loan early in accordance with Articles 3-4 or 3-5, the Borrower shall pay the amount calculated according to the following formula to the Lender on the date of early repayment as an early repayment fee for the Lender.

Early repayment loan amount x 0.01 x {the remaining days from the date of early repayment to the date of maturity of the loan/the total number of days from the date of withdrawal to the date of maturity of the loan}

Article 3-7 (Payment Criteria and Provision for Reimbursement)

①	Except as otherwise provided in the Loan Transaction Agreement, with respect to any amount paid by the Borrower pursuant to the Loan Transaction Agreement, no right is recognized to reduce the right to setoff or other terms or conditions or the amount to be paid by the Borrower.

②

Except as otherwise provided in this Agreement, the amount paid by the Lender from the Borrower pursuant to the Loan Transaction Agreement shall be covered by the reimbursement of the secured debt in the order set forth in the following subparagraphs: If the amount paid by the Borrower is insufficient to cover all the monies to be paid at any of the following stages, the appropriated monies shall be distributed according to the participation ratio of each Lender at each such stage (but in the case of subparagraph 1 below, it shall be distributed according to the ratio of the related debts).

Any amount owed to the Lender pursuant to the Loan Transaction Agreement and not otherwise listed in this paragraph.

All fees and expenses payable to the Lender in accordance with the loan transaction agreement

Overdue interest related to loans due

Interest on loans due

The principal amount of the loan due date has arrived

Chapter 4 Fund Management

Article 4-1 (Opening of Deposit Account and Management of Funds)

①

The Borrower shall establish and maintain an account (hereinafter referred to as the “Principal Repayment Account”) for depositing the above collateralized objects by executing the pledge established for the above collateralized objects in accordance with (i) the Loan Amount under this Agreement, (ii) the Sale Price that the Borrower receives from the sale of the Eligible Interest, (iii) the Remaining Property Distribution that the Borrower receives by liquidating and distributing the Eligible Company, (iv) the Settlement Amount and/or Put Option Settlement Amount that the Borrower receives pursuant to Article 4 of the Eligible Income Settlement Agreement, and (v) the Pledge Rights Established for the above collateralized objects in accordance with the Stock Pledge Establishment Agreement, which the Common Stock Issued by KoMiCo Co., Ltd. as a Collateral Object between Mico and Borrower.

②

The Borrower shall execute the pledges established for the above collateral objects in accordance with (i) the Loan Amount under this Agreement, (ii) the Sale Amount the Borrower receives from the sale of the Acquired Interest, (iii) the remaining Property Distribution the Borrower receives from liquidating the Acquired Company, (iv) the Settlement Amount and/or Put Option Settlement Amount paid by the Borrower pursuant to Article 4 of this Profit and Loss Agreement, and (v) the Pledge Establishment Agreement, in which the Borrower shall pledge common shares issued by KoMiCo Co., Ltd. to Mico as collateral objects, so that if the Borrower sells the collateral objects, the Sale Amount received accordingly shall be credited to the Principal Repayment Account.

③	The Borrower shall establish and maintain a first-ranking pledge for Lenders to the deposit bonds of the principal and interest repayment account in accordance with Article 5-3.

④	The Borrower may withdraw or transfer the amount deposited in the principal and interest repayment account for the purpose of using it to pay the settlement amount that the Borrower is required to pay to Mico in accordance with the concerned profit and loss settlement agreement.

Chapter 5 Security

Article 5-1 (Principles of Security Establishment)

①	The security set by the Borrower to the Lender to secure the secured debt is as follows:

Pledge of interest subject to acquisition under Article 5-2

Pledge to the deposit bonds of the principal and interest repayment account under Article 5-3

Pledge to the Borrower’s Settlement Amount or Foot Option Settlement Bond under the Contract for Income Settlement under Article 5-4

②	The Borrower shall acquire the collateral prescribed in paragraph (1) and take necessary measures to enable the Borrower against third parties, and the Borrower shall cooperate with the security establishment under paragraph (1).

Article 5-2 (Equity Pledge)

①	The Borrower establishes a first-ranking pledge for the Lender in respect of the interest acquired by the Borrower in order to secure the Collateralized Debt (the highest amount of the Receivables: 120% of the loan commitment).

②	The Borrower and the Lender shall enter into an equity pledge establishment agreement (hereinafter referred to as “Equity Pledge Establishment Agreement”) until withdrawal in order to establish the pledge pursuant to paragraph (1).

Article 5-3 (Pledge of Deposit)

①

The Borrower establishes the first-ranked pledge for the Lender against the deposit bonds of the principal repayment account held by the Borrower to secure the secured debt (the highest amount of the bond: 120% of the loan commitment. However, in the practice of the account opening institution of the principal and interest repayment account, if the maximum amount of bonds cannot be set with the above amount, the maximum amount of bonds shall be set with the highest amount allowed in the practice of the account opening institution.)

②	The Borrower and the Lender shall enter into a deposit bond pledge establishment agreement (hereinafter referred to as “Deposit Bond Pledge Establishment Agreement”) until withdrawal in order to establish the pledge pursuant to paragraph (1).

Article 5-4 (Settlement Bond Pledge)

①

In order to secure the secured debt, the Borrower shall establish the first-ranking pledge for the Lender with respect to the settlement amount or the foot option settlement bond held by the Borrower pursuant to the applicable income settlement agreement (the highest amount of the bond: 120 of the Loan Commitment Amount).

②	The Borrower and the Lender shall enter into a settlement bond pledge establishment agreement (hereinafter referred to as “Settlement Bond Pledge Establishment Agreement”) until withdrawal in order to establish the pledge pursuant to paragraph (1).

Chapter 6 Verification, Coverage, and Compliance

Article 6-1 (Verification and Guarantee)

With respect to the execution and execution of this Agreement, the Borrower shall confirm and guarantee to the Lender the following on the date of this Agreement, the date of withdrawal and the date of payment of the Loan Interest (provided, however, that the representations and guarantees made on any particular date shall be as of that particular date):

The Borrower is a corporation lawfully established and validly existing in accordance with the laws of the Republic of Korea.

The Borrower has completed all necessary procedures, such as internal authorization procedures, necessary for the conclusion of the loan transaction agreement and the fulfillment of obligations accordingly, and the loan transaction agreement shall bind the Borrower and be enforceable.

The conclusion of the Loan Transaction Agreement by the Borrower and the performance of the transactions and obligations thereunder shall not violate the relevant laws and the Borrower’s Articles of Incorporation, nor shall it violate any contract or court ruling that has effect on the Borrower, or the administrative measures, directions, or recommendations of the administrative agency.

The Borrower complies with all applicable laws and directives and instructions of the competent authority in important respects.

Borrowers are free of violations of relevant laws and agreements that may have a significant adverse effect on the conclusion and performance of loan transaction agreements.

The Borrower provided all the important information necessary in connection with the conclusion of the loan transaction agreement and the withdrawal accordingly, and to the best of the Borrower’s knowledge, the information provided is accurate in an important respect.

No dissolution or liquidation proceedings have been commenced or an application for commencement of bankruptcy proceedings has been filed against the Borrower, and such proceedings or applications are unlikely to be commenced or filed to the best of the Borrower’s knowledge.

Litigation, arbitration, other disputes, preservative measures such as foreclosure, etc. that cause significant adverse effects on the payment and repayment of loans under this Agreement and the exercise of the rights of the Lender do not exist, and such disputes are not expected to occur to the best of the Borrower’s knowledge.

Article 6-2 (Active Compliance)

The Borrower undertakes to comply with the following from the date of this Agreement to the date of full repayment of the Collateralized Debt:

Notices: If any of the following reasons occur or occur, the Borrower shall notify the Lender without delay (at the latest within five (5) business days from that date):

If you become aware of the occurrence of any business, property investigation, investigation, lawsuit, arbitration, administrative proceeding, or other legal dispute between the Borrower or the Company to be acquired

If you become aware of any litigation, legal process or dispute arising out of or relating to the Loan Transaction Agreement

In the event that you become aware of the occurrence of any of the grounds for default under Article 7-1

If you become aware of other things that have caused or are likely to cause a material adverse effect on the Borrower’s financial condition

Maintenance of Security: The Borrower shall do all necessary to ensure that the security established in accordance with Chapter 5 is maintained.

Taxes and Fees: Borrowers shall ensure that tax and various levies imposed on Borrowers are paid in good faith within the prescribed time, and shall faithfully fulfill the duty to declare and pay taxes in accordance with relevant laws such as the Corporate Tax Act and the Local Tax Act.

Confirmation and Coverage: The Borrower shall ensure that the affirmations and guarantees of this Agreement remain consistent with the facts in an important respect.

Records: The Borrower shall prepare and keep appropriate financial statements, books of account, receipts, and other related documents in connection with the performance of his business, and shall promptly provide them to the Lender upon request of the Lender.

Others: The Borrower shall implement other measures reasonably requested by the Lender to execute and secure the Lender’s rights under the Loan Transaction Agreement to the extent permitted by applicable laws.

Article 6-3 (Passive Compliance)

The Borrower undertakes to comply with the following from the date of this Agreement to the date of full repayment of the Collateralized Debt:

Limitation of Debt Burden: The Borrower shall not be liable for any financial obligation other than the permitted obligation unless prior written consent of the majority.

Limitation of Security Offer: The Borrower shall not establish any security other than the accepted collateral for its current or future property, profits or assets, unless the prior written consent of the majority of the Borrowers has been given.

Limitation of Restructuring: Unless otherwise permitted in this Agreement, the Borrower shall not do the following without the prior written consent of the majority of the Parties before the repayment of the full amount of the secured debt:

Changes in the form of the company under the Commercial Law (except where required by applicable laws)

Voluntary dissolution or liquidation, spin-off or split, or merger or merger with another company

Application for workouts or similar agreements under the Corporate Restructuring Promotion Act, corporate rehabilitation and bankruptcy proceedings under the Debtor Rehabilitation and Bankruptcy Act

Any other request that is reasonably requested by all Lenders.

Chapter 7 Default

Article 7-1 (Default)

The following reasons shall constitute the grounds for default of the Borrower under this Agreement:

If the Borrower fails to pay the amount due in accordance with the Loan Transaction Agreement by the due date. However, if the default is caused by a technical defect in the bank-to-bank bank transfer, the payment is not made within one (1) business day from the date the reason is resolved.

Except for the obligation under subparagraph 1, if the Borrower fails to perform its obligations under this Agreement or violates any of the requirements of Articles 6-2 and 6-3, and the non-compliance or breach of compliance has not been cured within thirty (30) days from the date on which the majority of the Borrowers requested such cure;

If some or all of the affirmations and guarantees in Article 6-1 prove to be untrue in a material respect and are not cured within thirty (30) days of the date on which the majority Lender requests such cures

If the security right provided under the Security Agreement loses its effectiveness (including resistance to third parties) or the exercise of the right of the Lender is impaired due to cancellation, release or other reasons

In the event of insolvency to the Borrower

If a notice of seizure, collection order, full order or arrearage disposition is sent for the collateral under the Security Agreement or if there is an application for the commencement of compulsory execution by any other means or the commencement of the disposition of the arrearage, and the collateral has not been resolved within ninety (90) days thereafter (however, if the Borrower presents a reasonable reason to resolve the reasons under this subparagraph, the exception to this subparagraph may be made under the reasonable judgment of the majority)

If, due to the amendment of the relevant laws and regulations, it is illegal for the Borrower to assume or fulfill the obligations under the loan transaction agreement, and the Borrower fails to comply with or cure the violation of the relevant laws within thirty (30) days

Article 7-2 (Forfeiture of Benefit of Time)

①	In the event of a default under subparagraphs 1 and 5 of Article 7-1, all Secured Debts owed by the Borrower to the Lenders, including loan principal debts, shall automatically forfeiture of benefit of time without further notice.

②

In the event of default except in subparagraphs 1 and 5 of Article 7-1, the Lender may notify the Borrower of the forfeiture of benefit of time, with the consent of the Majority Lender, and at the same time, all the Secured Debts to be paid by the Borrower to the Lender, including the principal and interest on the Loan Amount, shall forfeit of benefit of time.

③

If the Borrower forfeit of benefit of time in accordance with paragraph (1) or (2), the Borrower must immediately pay all of the Secured Debt to the Lenders, and the Lender may exercise the Lender’s authority or rights under the Security Agreement, such as executing various security rights under the Security Agreement with the consent of the Majority Lender.

④

Even if the Forfeiture of Benefit of Time under paragraph (1) or (2) is lost, if the Borrower takes measures to the satisfaction of the Lender, such as supplementation or addition of collateral, the Lender may revive the benefit of the deadline by giving written notice to the Borrower with the consent of the majority.

Chapter 8 Others

Article 8-1 (Expenses)

The Borrower shall bear the following expenses and other money (including any taxes imposed thereon) in connection with the Loan under this Agreement by the Borrower’s calculation:

Income costs associated with the Loan Transaction Agreement and all documents prepared accordingly

Reasonable expenses of the Lender in connection with the preparation, negotiation and conclusion of the loan transaction agreement, including legal advice expenses incurred in connection with loan transactions under this Agreement, remuneration and fees payable to appraisal agencies or accounting firms, etc.

All costs incurred in establishing and terminating collateral in accordance with this Agreement and the Security Agreement and all costs incurred by the Lender in executing collateral in accordance with the Security Agreement

In order to recover the amount of the loan principal and other payments received under this Agreement, the Lender shall pay all amounts including all legal proceedings costs such as costs incurred in preserving the Lender’s rights, fees incurred by the Lender, and reasonable attorneys’ fees.

Any other expenses reasonably incurred in connection with the Loan under this Agreement.

Article 8-2 (Notification)

①

All notices made in connection with the Loan Transaction Agreement, including this Agreement, shall be delivered directly to the notices of each of the following Parties, or by certified mail, e-mail, or facsimile: However, if it is sent by e-mail or fax, the notified party shall receive confirmation of receipt by e-mail or fax. For clarity, written notice under this Agreement shall include notice via e-mail, and the documents attached to the e-mail shall be deemed to form part of the written notice.

Borrower

Address: #11-B-05, 11 Floor, 20, Gukjegeumyung-ro, Yeongdeungpo-gu, Seoul, Republic of Korea

TEL:

FAX:

Email:

Person in Charge: Kim Chang-hee

KIWOOM capital Co., Ltd.

Address: 17 Floor, 66, Yeoui-daero, Yeongdeungpo-gu, Seoul, Republic of Korea

TEL:

FAX:

Email:

Person in Charge: Kim Min-seok

BOOKOOK CAPITAL CO., LTD.

Address: 13 Floor, 17, Gukjegeumyung-ro 6-gil, Yeongdeungpo-gu, Seoul, Republic of Korea

TEL:

FAX:

Email:

Person in Charge: Eom Yeo-jin

②

The notice under paragraph (1) shall be deemed to have been reached on the date of issuance in the case of direct delivery, on the date of arrival in the case of proof of contents, and on the date of sending of the e-mail or fax in the case of e-mail or fax where the other party confirms its receipt.

③

If either party fails to notify of a false notification, or to notify the other party of a change in the notification, or to refuse to accept service, the other party shall be deemed to have reached the date of re-shipment by notifying the false notification or the pre-altering notification again in the manner prescribed in paragraph (1).

Article 8-3 (Assignment)

①	The Borrower shall not assign, acquire or transfer all or any of the status, rights or obligations under this Agreement to any third party, including financial institutions, without the prior written consent of all the Lenders.

②

Each Lender may assign, transfer to a third party all or part of the status, rights or obligations under this Agreement (including, but not limited to, secured bonds and liens) as provided in this Agreement by written notice to the Borrower without the consent of the Borrower and the other Lender after the withdrawal under this Agreement. The Borrower shall cooperate as much as possible with respect to the transfer of the above landlord, such as cooperating to enable the above third party to acquire related security rights.

③	Notwithstanding Article 8-1, the costs related to the transfer, including changes to the Security Agreement and registration costs incurred in the transfer, etc. under paragraph (2) shall be borne by the Lender.

Article 8-4 (Confidentiality)

During the term of this Agreement, the Lenders shall not divulge or disclose to any third party any content related to the conclusion or performance of this Agreement without the written consent of the other party. However, it shall be excepted in any of the following cases:

If there is a duty to disclose by the relevant statute or by a legitimate order of the supervisory authority of the Parties, after prior notice to the Borrower,

If necessary to obtain legal or accounting advice for the conclusion and implementation of this Agreement, the advisory body shall be obliged to bear the obligation of confidentiality

If a Lender intends to perform an act, such as an assignment under Article 8-3 Paragraph 2, the Lender must notify the potential assignee, etc., of the

After the loss of the benefit of the deadline, if a Lender is required to recover the loan, the Lender must notify the person who needs to disclose

Article 8-5 (Retention of Documents)

In the case of a document or deed in which the Borrower has only one original document or deed that must be submitted to the Lender under the loan transaction agreement, the Borrower shall submit the document or deed as the original to any Lender to whom the Lender agrees to designate, and the remaining Lender shall submit a copy thereof. In this case, the Lender who keeps the original shall be deemed to be keeping the original for all Lenders.

Article 8-6 (Others)

①

If any provision or number of provisions of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect. However, if it is necessary to modify or change this Agreement, the Parties shall mutually agree to process it.

②	Any agreement, agreement, or contract, whether oral or written, entered into between the Parties prior to the conclusion of this Agreement shall, if different from this Agreement, cease to have effect and shall be replaced by this Agreement.

③	Any modification or alteration of this Agreement shall be in writing of all Parties, and any modification or alteration not thereto shall have no effect.

Article 8-7 (Governing Law and Jurisdiction)

①

This Agreement shall be construed and governed by the laws of the Republic of Korea. Matters not specified in this Agreement shall be determined in good faith and consultation in accordance with the laws of the Republic of Korea and the general practice of the domestic financial market regarding secured loans.

②	Any litigation brought in connection with this Agreement shall be brought before the Seoul Central District Court (including the court that inherits it) as the exclusive jurisdiction of settlement in the first instance.

[Margin below for signing, stamping or signature]

In order to prove the above, the Parties have caused their respective properly authorized representatives to enter into this Agreement on the date stated at the beginning of this Agreement. For convenience, the interlocutor of this Agreement may be replaced with the seal or iron person of the law firm involved or of the person to be designated by the Parties in agreement.

Borrower

Mainstream Holdings, Ltd.


Signature		/s/ Kim Chang-hee
Name:		Kim Chang-hee
Title:		Director, Representative

Signature Page

Lender

KIWOOM capital Co., Ltd.


Signature		/s/ Choi Chang-min
Name:		Choi Chang-min
Title:		Representative Director

Signature Page

Lender


BOOKOOK CAPITAL CO., LTD.

Signature		/s/ Jo Yoon-cheol
Name:		Jo Yoon-cheol
Title:		Representative Director

Signature Page

Appendix 1

Lenders and Loan Agreements


LENDERS	LOAN COMMITMENT (UNIT: KRW 100 MILLION)
KIWOOM CAPITAL CO., LTD.		75
BOOKOOK CAPITAL CO., LTD.		25
TOTAL		100

Appendix 2

Documents for Withdrawal Prerequisite

ø	Unless otherwise noted, the original delivery principle

ø	If it is a copy, original contrast pen is required

ø	A copy may be submitted as an original

ø	Documents already held by the Lender may be omitted

1.	Documents for Borrower

(1)

Copy of Articles of Incorporation

(2)

Certificate of Entity Registration

(3)

Corporate Seal Certificate (when stamping a use of seal, a Usesignet is included.)

(4)

Copy of Business License

(5)

Copy of the loan transaction agreement to which the Borrower is a party and the internal authorization document to authorize the preparation, conclusion, and issuance of various documents prepared by the Borrower in connection therewith

(6)

If a person other than the Representative Director enters into a loan transaction agreement, a power of attorney (including a corporate seal certificate) and a copy of ID card proving the authority of representation (if necessary)

2.	Documents Related to Loan Transaction Agreements

(1)

Equity Pledge Establishment Agreement

(2)

Deposit Bond Pledge Establishment Agreement

(3)

Settlement Bond Pledge Establishment Agreement

(4)

Pledge Establishment Agreement (means a separately agreed upon form prior to withdrawal between the Borrower and the Lender)

3.	Copy of the Concerned Equity Purchase and Sale Agreement

4.	Copy of the Concerned Profit and Loss Settlement Agreement

5.	Legal Opinion of the Law Firm Regarding the Conclusion of the Loan Transaction Agreement and Its Effectiveness

Appendix 3

Documents for Post-Withdrawal Conditions

ø	Unless otherwise noted, the original delivery principle

ø	If it is a copy, original contrast pen is required

ø	A copy may be submitted as an original

ø	Documents already held by the Lender may be omitted

1.	On the Day of the Withdrawal

(1)

Documents proving that the Borrower has completed the acquisition of the target interest under the concerned equity sale contract (receipt of payment of the transaction under the concerned fingerprint sale contract, receipt of investment equity certificate, etc.)

2.	Documents Related to the Equity Pledge Establishment Agreement

From the date of withdrawal until fifteen (15) business days or a later date agreed to by the majority,

(1)

Documents proving that the pledge has been established in the target stake (UCC Filing expense document, etc.)

3.	Documents Related to Deposit Bond Pledge Establishment Agreement

From the date of withdrawal until three (3) business days or a later date agreed to by the majority,

(1)

Certificate of deposit of principal and interest repayment account (passbook)

(2)

A copy of the notice of establishment of pledge to the account opening institute (confirmed date)

(3)

Certificate of acceptance of pledge establishment by account opening institute (confirmed date)

4.	Documents Related to Settlement Bond Pledge Establishment Agreement

From the date of withdrawal until three (3) business days or a later date agreed to by the majority,

(1)

Copy of Notice of Establishment of Pledge (confirmed date) for Mico, the other party to the income settlement contract

(2)

Acceptance of the pledge establishment of Mico, the counterparty to the income settlement contract (confirmed date)

Exhibit 1 Withdrawal Request (Form)

__ __, ____

Daeju Precious

[*] (hereinafter referred to as the “Borrower”), as the Lender, [*], [*], [*] and the Loan Agreement concluded on December [*], 2023 (hereinafter referred to as the “Loan Agreement”) In accordance with Articles 2-3, the intention of the Loan is notified and the amount of [ ] KRW (W _________) of the Loan Agreement is requested to be debited to the following account on the month [ ] day [ ] of 20[ ].


Bank Name	Account Number	Beneficiary

Borrowers confirm that as of the date of this withdrawal request:

(1)	All the prerequisites for withdrawal specified in Article 2-4 of the Loan Agreement have been or will be met prior to withdrawal;

(2)	All confirmations and guarantees of the Borrower described in Article 6-1 of the Loan Agreement are true and accurate in significant respects as of the date of this Loan Request;

(3)	There is no material violation of all compliance by the Borrower as described in Articles 6-2 and 6-3 of the Loan Agreement;

(4)	The reason for the default of Article 7-1 of the Loan Agreement has not occurred and the date of the Loan Execution Request has not been continued until now.

If any changes are made to the above-confirmed matters by the time of withdrawal, we will immediately notify your company in writing and promise to obtain your company’s approval. All terms used in this Withdrawal Request shall have the same meaning as those used in the Loan Agreement, unless otherwise provided in this Withdrawal Request.


Borrower

[*]

Signature

Name :

Title:

Exhibit 2

Subordinated Commitment (Form)

Junior Creditor’s Affirmation

Month [ ] Day [ ], 20[ ]

TO: [*],

[*], [*] (hereinafter referred to as “Senior Creditors”)

CC: [*]

[ ] (hereinafter referred to as “Junior Creditors”) shall prepare and deliver to the Priority Creditors this Subordinated Creditors’ Affirmation (hereinafter referred to as “this Affirmation”) for the Priority Creditors and affirm the following matters:

▶ Down ◀

(1)

The subordinated creditor will lend KRW [ ] (hereinafter referred to as “Subordinated Loan”) to [*] (hereinafter referred to as “Borrower”) on month [ ], day [ ], year 20[ ].

(2)

The Junior Creditors, until all obligations, debts and liabilities owed by the Lender to the Senior Creditors under the Loan Agreement dated as of December [*], 2023 (the “Loan Agreement”) and the other Loan Documents (as defined in the Loan Agreement) among the Lender and the Senior Creditors (the “Senior Notes”) have been repaid in full, no payments (including, without limitation, fees, accrued interest and principal) with respect to the Subordinated Loans (the “Subordinated Loan Related Payments”) shall be due from the Borrower, and the time for payment of the Subordinated Loan Related Payments shall be extended until the Senior Notes are paid in full.

(3)

A junior creditor shall not perform any of the following acts until all of the subordinated bonds are repaid:

Requiring collateral other than the collateral allowed to be provided to junior creditors under the loan agreement to the Borrower without prior written consent of the senior creditors.

Disposing of or collecting the property of the Borrower in order to obtain the satisfaction of the money related to the subordinated loan.

Offsetting various bonds or claiming other rights against the junior creditors of the Borrower in order to obtain the satisfaction of the subordinated loan-related money.

Executing collateral provided by the Borrower to obtain the satisfaction of the subordinated loan related money

Requiring early repayment of money related to subordinated loans or forfeiting the benefit of the deadline.

Apply for bankruptcy, rehabilitation, corporate restructuring, or other similar procedures for Borrowers, or violate the rights or interests of senior creditors.

(4)

If the subordinated creditor receives all or part of the money related to the subordinated loan for any reason before the senior bonds are repaid in full, the subordinated creditor shall immediately pay the money received to the account designated and notified by the senior creditors, and the senior creditors shall apply the money to the repayment of the principal and interest on the loan as determined in the loan agreement, and the subordinated creditor shall not exercise the right of recourse to the Borrower until the senior bonds are repaid in full.

(5)

The junior creditor may not change the affirmation under this affirmation to the disadvantage of the senior creditors except with the prior written consent of the senior creditors.

(6)

If the junior creditor transfers the bond to the Borrower to a third party, the junior creditor shall ensure that the contents of this affirmation are succeeded to the assignee.

(7)

The terms defined in the Loan Agreement shall have the same meaning in this Agreement unless otherwise defined or otherwise interpreted in context.


Junior Creditor

[ ]

Signature (Signature Seal)
Name:
Title:

Exhibit 11

Price Return Swap Agreement

The Parties hereby enter into the Price Return Swap Agreement (hereinafter referred to as “this Agreement”) on December 20, 2023, as follows:

MiCo Ltd. (the “MiCo”)

53, Mosan-ro, Daedeok-myeon, Anseong-si, Gyeonggi-do, Republic of Korea

Mainstream Holdings, Ltd. (the “Mainstream”)

#11-B-05, 11 Floor, 20, Gukjegeumyung-ro, Yeongdeungpo-gu, Seoul, Republic of Korea

The “MiCo” and the “Mainstream” are individually referred to as the “Party”, and collectively as the “Parties”.

Recitals

The “Mainstream” shall acquire 4,800 units (100% ownership) issued by the Target Company (defined in Article 1) in accordance with the Share Purchase Agreement (the “SPA”) entered with the “MiCo” and MiCo BioMed Co., Ltd. on December 20, 2023.

The “Mico” and the “Mainstream” shall be settled the certain fixed returns that the “Mainstream” receives from the “Mico” and the variable returns generated from the Underlying Assets (defined in Article 1) held by the “Mainstream”.

The Parties hereby enter into this Agreement as follows.

Article 1. (Definitions)

Except for terms defined above and separately defined within the provisions of this Agreement, terms used in this Agreement shall have the meanings as defined below unless the context otherwise requires.

“Trading Date” means the date on which trading of the Pledged Shares (defined below) are traded on the Korea Exchange in relation to the Pledged Shares listed on the Korea Exchange.

“Effective Date” means December 21, 2023, as the date that becomes the basis for payment obligations for the Settlement Amount or the Put Option Settlement Amount pursuant to Article 4 of this Agreement. Notwithstanding the foregoing, the Effective Date means the date agreed upon by the “MiCo” and the “Mainstream,” if separately agreed upon.

“Underlying Assets” means 4,800 units of equity shares (100% ownership) issued by the Target Company (defined below) acquired by the “Mainstream” before and after the Effective Date.

“Pledged Shares” means common shares issued by KoMiCo Ltd. held by the “MiCo”.

“Target Company” means MICO IVD HOLDINGS, LLC, incorporated under the laws of the State of Delaware, United States of America.

“Held Shares” means 44,759,388 ordinary shares (11,189,847 shares based on ADS, 29.3% ownership) issued by TRINITY BIOTECH PLC, incorporated under the laws of Ireland, and currently held by the Target Company.

“Held Bonds” means the REDEEMABLE UNSECURED CONVERTIBLE LOAN NOTE with a total face value of $20,000,000 issued on May 3, 2022 by TRINITY BIOTECH PLC, incorporated under the laws of Ireland, and currently held by the Target Company.

“Maturity Date” means the date that is twelve (12) months from the Effective Date; provided, that, if such date is not the Business Day, it means the Business Day that comes immediately thereafter.

“Ground for Default” means that one of the following reasons has occurred to any Party;

(1)

When the any Party initiates bankruptcy proceedings or rehabilitation procedures under the Debtor Rehabilitation and Bankruptcy Act, corporate restructuring procedures under the Corporate Restructuring Promotion Act (including laws that replace it or financial institution agreements that have substantially the same effect, hereinafter the same shall apply), application for the commencement of joint management procedures or pre-joint management procedures under the Creditors’ Association Operating Agreement or similar procedures or applying for the appointment of a conservator or other personnel responsible for the execution of such procedures or when consenting to such an appointment

(2)

When a third party applies for the initiation of the procedures referred to in paragraph (1) against any Party, and such company fails to effectuate such application within thirty (30) days from the date thereof

(3)

When a joint management procedure or a management procedure of the lead creditor bank is initiated against any Party in accordance with the Corporate Restructuring Promotion Act or similar legislation

(4)

When there is a trading suspension order by the bill exchange center against any Party

(5)

When any Party has resolved to dissolve or liquidate itself, or when any Party has initiated legal proceedings for its dissolution or liquidation, or when any Party has ceased its operations

(6)

When any Party, in a state of payment inability, transfers its assets under the pretext of repayment, or enters into negotiations or agreements with creditors for partial debt reduction, maturity extension, or debt restructuring

(7)

When any Party is listed on the list of defaulters

(8)

When the payment of an overdue debt is suspended by explicitly indicating that any Party is unable to repay the debt, or when the bill or check issued is dishonored

“Business Day” means a day on which the head office of a bank is open for business in the Republic of Korea. (For the avoidance of doubt, the Business Day exclude Saturdays, Sundays, public holidays, and days when only some banks or certain branches of banks are open for business.).

“Settlement Amount” means the amount that the “MiCo” or the “Mainstream” shall pay to the other Party pursuant to Article 4 (1).

“Payment Date of the Settlement Amount” means the date on which the “MiCo” or the “Mainstream” shall pay the Settlement Amount to the other Party and shall be classified as follows;

(i)

If the Ground for Early Settlement occurs, it means the date that is three (3) Business Days after the occurrence of the Ground for Early Settlement. (If the date is not the Business Day, the next Business Day shall be considered; provided, that, if the relevant date falls after the Maturity Date, then the Maturity Date shall be the relevant date.).

(ii)

If the Ground for Early Settlement does not occur, it means the Maturity Date. (If the day is not the Business Day, the next Business Day shall be considered.)

“Settlement Standard Amount” means the amount calculated according to the formula below;

The Settlement Standard Amount = The Investment Amount + The Investment Amount × 0.1 × Number of days elapsed from the Effective Date to the Payment Date of the Settlement Amount / 365 (366 for leap years)

“Investment Amount” means the amount expended by the “Mainstream” to acquire the Underlying Assets, which is Fifteen Billion (15,000,000,000) KRW; provided, that, if the actual expenditure differs from this amount, it shall mean the actual expenditure.

“Ground for Early Settlement” means the case where the quantity of the Underlying Assets held by the “Mainstream” becoming zero before the Maturity Date caused by the complete sale of all the Underlying Assets or the completion of the liquidation of the Target Company, or this Agreement is terminated under Article 14 before the Maturity Date.

“Put Option” means the right of the “Mainstream”, as its sole discretion, to request the “MiCo” to purchase all of the Underlying Assets held by the “Mainstream” as of the Notice Receipt Date (defined below) with the Put Option Settlement Amount (defined below) pursuant to Article 4 (2).

“Put Option Settlement Amount” means the amount that the “MiCo” is required to pay to the “Mainstream” if the “Mainstream” exercises the Put Option pursuant to Article 4 (2), and it is calculated according to the formula below;

The Put Option Settlement Amount = The Settlement Standard Amount of Put Option - Total amount of the Recovered Amount received by the “Mainstream” by the Notice Receipt Date

“Settlement Standard Amount of Put Option” means the amount calculated according to the formula below;

The Settlement Standard Amount of Put Option = the Investment Amount + The Investment Amount × 0.1 × Number of days elapsed from the Effective Date to the Payment Date of the Put Option Settlement Amount / 365 (366 for leap years)

“Payment Date of the Put Option Settlement Amount” means the date on which the “Mainstream” received the entire Put Option Settlement Amount from the “MiCo”.

“Recovered Amount” means (i) the amount received by the “Mainstream” from the sale of the Underlying Assets pursuant to this Agreement after deducting various expenses related to taxes, transaction costs, legal fees and other relevant costs, or (ii) the remaining property distribution amount received by the “Mainstream” upon the liquidation of the Target Company pursuant to this Agreement after deducting various expenses related to the liquidation, including taxes, liquidation costs, legal fees, and other relevant costs.

Article 2. (Sales of the Underlying Assets)

The “Mainstream” may sell all or part of the Underlying Assets from the Effective Date up to the date immediately preceding the Maturity Date, once or several times until the number of Underlying Assets becomes zero (0). The “Mainstream”, as its sole discretion, may sell the Underlying Assets at an appropriate price, timing, sales method, etc. and the “MiCo” shall not raise any objections through civil, criminal, administrative, or any other means to the decisions made by the “Mainstream” regarding the terms and conditions of the sale. (For the avoidance of doubt, the terms and conditions of the sale may differ from standard market practices.)

Article 3. (Liquidation of the Target Company)

The “Mainstream” may sell all or part of the Held Shares and/or Held Bonds by the Target Company from the Effective Date up to the date immediately preceding the Maturity Date, once or several times, until the number of the Held Shares and/or Held Bonds becomes zero (0) and liquidate the Target Company and receive distribution of its remaining property. The “Mainstream”, as its sole discretion, may determine the sale at an appropriate price, timing, sales method, etc. and/or liquidation and the “MiCo” shall not raise any objections through civil, criminal, administrative, or any other means to the decisions made by the “Mainstream” regarding the sale and/or liquidation. (For the avoidance of doubt, the terms and conditions of the sale may differ from standard market practices.)

Article 4. (Settlement)

(1)	If the “Mainstream” does not hold the Underlying Assets on the Payment Date of the Settlement Amount, The “MiCo” and the “Mainstream” must pay the other party the Settlement Amount, which is defined and calculated as follows, on the Payment Date of the Settlement Amount;

If the total amount of the Recovered Amount received by the “Mainstream” from selling the Underlying Assets or liquidating the Target Company exceeds Forty Billion (40,000,000,000) KRW, the “Mainstream” shall pay the “MiCo” the amount calculated according to the formula below as the Settlement Amount;

(The Total of the Recovered Amount received – Forty Billion (40,000,000,000) KRW) × 0.8 + (Forty Billion (40,000,000,000) KRW - The Settlement Standard Amount) × 0.9.

If the total amount of the Recovered Amount received by the “Mainstream” from selling the Underlying Assets or liquidating the Target Company is equal to or less than Forty Billion (40,000,000,000) KRW and it exceeds the Settlement Standard Amount, the “Mainstream” shall pay the “MiCo” the amount calculated according to the formula below as the Settlement Amount;

(The Total of the Recovered Amount received – the Settlement Standard Amount) × 0.9.

If the total amount of the Recovered Amount received by the “Mainstream” from selling the Underlying Assets or liquidating the Target Company is equal to the Settlement Standard Amount, the Parties shall not settle.

If the total amount of the Recovered Amount received by the “Mainstream” from selling the Underlying Assets or liquidating the Target Company is less than the Settlement Standard Amount, the “MiCo” shall pay the “Mainstream” the amount calculated according to the formula below as the Settlement Amount;

the Settlement Standard Amount - The Total of the Recovered Amount received.

(2)

If the “Mainstream” holds the Underlying Assets on the Maturity Date (provided, that, if this Agreement is terminated pursuant to Article 14 before the Maturity Date, it shall be deemed to be the date on which the Ground for Early Settlement has occurred), the “Mainstream” may exercise the Put Option according to the following provisions;

To exercise the Put Option, the “Mainstream” shall notify the “MiCo” in writing of its intention to exercise the Put Option (the “Put Option Exercise Notice) no later than one month from the Maturity Date (the “Put Option Exercise Period”).

If the “Mainstream” does not file the Put Option Exercise Notice during the Put Option Exercise Period, the “Mainstream” is deemed to have definitively abandoned the Put Option and the “Mainstream” shall return the Pledged Shares to the “MiCo” within three (3) Business Days from the end of the Put Option Exercise Period.

If the “Mainstream” file the Put Option Exercise Notice within the Put Option Exercise Period, it shall be deemed that a sale agreement has been entered into, where the “MiCo” purchase all of the Underlying Assets held by the “Mainstream” on the date on which the “MiCo” receives the Put Option Exercise Notice (the “Notice Receipt Date”) as the Put Option Settlement Amount. The “MiCo” shall pay the Put Option Settlement Amount to the “Mainstream” within one (1) month from the Notice Receipt Date (provided, that, if this Agreement is terminated under Article 14 before the Maturity Date, it shall be deemed to be the earlier of either one month from the Notice Receipt Date or the previous Business Day before the Maturity Date), and the “Mainstream” shall return the Pledged Shares to “the MiCo” within one (1) Business Day from the Payment Date of the Put Option Settlement Amount.

(3)

The Party obligated to pay the Settlement Amount or the Put Option Settlement Amount under this article shall not, under any circumstances, offset or claim a deduction from the payment obligation of the Settlement Amount or the Put Option Settlement Amount with any receivables they hold against the other Party and shall pay the full Settlement Amount or Put Option Settlement Amount to the other Party.

Article 5. (Fees)

(1)

The “MiCo” shall pay the Profit and Loss Settlement Fee calculated according to the formula below to the “Mainstream” at the Effective Date;

The Profit and Loss Settlement Fee = The Investment Amount × 1.3%.

(2)

If the Ground for Early Settlement occurs, the “MiCo” shall pay the Early Settlement Fee calculated according to the formula below to the “Mainstream” at the day the Ground for Early Settlement occurs;

The Early Settlement Fee = The Investment Amount × 0.8% × Number of days from the occurrence of the Ground for Early Settlement to the Maturity Date / 365 (366 for leap years)

(3)

The Profit and Loss Settlement Fee and the Early Settlement Fee pursuant to this Article shall be paid without any deduction or set-off. For the avoidance of doubt, it shall not deduct the Profit and Loss Settlement Fee or the Early Settlement Fee from amounts received by the “Mainstream” pursuant to Article 4 including (i) the Settlement Amount, (ii) the Put Option Settlement Amount or (3) any other amount including dividends that the “Mainstream” received from the Underlying Assets.

Article 6. (Dividends)

The “Mainstream” shall retain ownership of all payment amounts received as a holder of the Underlying Assets including dividends. The “Mainstream” shall not be obligated to make any payment of such amounts to the “MiCo,” and the “MiCo” shall not claim such amounts from the “Mainstream.”

Article 7. (Voting Rights)

The “Mainstream” shall exercise voting rights as a holder of the Underlying Assets. The “MiCo” shall not request the “Mainstream” to (i) delegate voting rights to them, (ii) direct the content of the voting rights exercise, or (iii) allow them to be involved in the exercise of voting rights through any means.

Article 8. (Default Interest)

If either the “MiCo” or the “Mainstream” fails to fulfill their obligations to pay of the amounts they are required to pay to the other Party under this Agreement within the specified payment deadline, they shall pay interest on the unpaid amount at an annual rate of 3% as the Default Interest. When calculating the Default Interest pursuant to this article, one year shall be deemed to have 365 days (366 for leap years), and the Default Interest is calculated based on the actual number of elapsed days. In calculating the actual number of elapsed days, the first day is included, and the last day is not included.

Article 9. (Security)

(1)

Upon entering into this Agreement, at the same time, the “MiCo” shall provide to the “Mainstream” with the Pledged Shares equivalent to 250% of the Investment Amount (the “Security Standard Amount”) to guarantee the payment obligations to the “Mainstream” (the “Secured Debt”) under this Agreement. For the avoidance of doubt, the number of Pledged Shares shall be calculated by dividing the Security Standard Amount by the closing price of the Pledged Shares on the day before the closing date of the SPA (if the closing date is not the Trading Date, the immediately following the Trading Date), rounded up to one decimal place.

(2)

If (i) the value of the total Pledged Shares calculated based on the closing price of the Pledged Shares (the “Security Valuation Amount”) on any trading date after the Effective Date is less than 200% of the Investment Amount (the “Minimum Security Standard Amount”) and (ii) the Security Shortage status is maintained for five (5) consecutive Trading Dates including the relevant Trading Date, the “Mainstream” shall request the “MiCo” to provide additional shares to “the Mainstream”, equal to the difference between the value of the total Pledged Shares based on the closing price of the Pledged Shares on the fifth Trading Date (the “Security Shortage Date”) and the Security Standard Amount (the “Security Shortage Amount”), within three (3) Business Days from the Security Shortage Date (the “Additional Pledged Shares”).

(3)

The “MiCo” shall provide the “Mainstream” with the Additional Pledged Shares equivalent to the Security Shortage Amount within three (3) Business Days from the date of receiving the request from the “Mainstream” pursuant to Article 9 (2). For the avoidance of doubt, the number of shares provided as the Additional Pledged Shares shall be calculated by dividing the Security Shortage Amount by the closing price of the Pledged Shares on the Security Shortage Date, rounded up to one decimal place. Even if the Security Valuation Amount exceeds the Security Standard Amount, the “Mainstream” shall not return the previously provided the Pledged Shares or the Additional Pledged Shares.

(4)

If the value of the total Pledged Shares based on the closing price of the Pledged Shares on the Regular Security Valuation Dates, which are March 21, 2024, June 21, 2024, and September 21, 2024, after the Effective Date (if such date is not the Trading Date, the Trading Date immediately thereafter, hereinafter the “Regular Security Valuation Date”) (the “Regular Security Valuation Amount”), falls below the Security Standard Amount, The “MiCo” shall additionally provide the “Mainstream” with shares in addition to the existing Pledged Shares (the “Regular Additional Pledged Shares”) equal to the amount less than the Security Standard Amount (the “Regular Security Shortage Amount”) by the next Business Day of the Regular Security Valuation Date. For the avoidance of doubt, the number of shares provided as the Regular Additional Pledged Shares shall be calculated by dividing the Regular Security Shortage Amount by the closing price of the Pledged Shares on the Regular Security Valuation Date, rounded up to one decimal place. Even if the Regular Security Valuation Amount exceeds the Security Standard Amount, the “Mainstream” shall not return the existing Pledged Shares.

(5)	If the “MiCo” fails to repay the Secured Debt to the “Mainstream”, the “Mainstream” may sell the received Pledged Shares and use the proceeds, after deducting all expenses, to offset the “MiCo”‘s repayment of the Secured Debt.

(6)	The “Mainstream” shall return the remaining balance, if any, to the “MiCo” after receiving full repayment of the Secured Debt of the “MiCo” pursuant to Article 9 (5).

(7)	If there is any remaining Secured Debt after offsetting according to Article 9(5), the “MiCo” shall repay it.

(8)	The details of the Pledged Shares provided by the “MiCo” are governed by the Stock Pledge Agreement to be entered into between the “MiCo” and the “Mainstream”.

Article 10. (Representations and Warranties)

The Parties shall confirm and guarantee the following matters in relation to the conclusion and implementation of this Agreement;

The Parties is duly organized and validly existing under the laws of the Republic of Korea, has obtained all necessary permits for its operations, and has complied with all conditions under such permits as required by the relevant laws and regulations.

The Parties’ conclusion of this Agreement and performance of their obligations hereunder and other documents related thereto are acts within the scope of their legal capacity.

The Parties have completed the internal authorization procedures necessary to conclude this Agreement and other documents related thereto and perform its obligations hereunder.

The Parties’ conclusion of this Agreement and other documents related thereto and performance of their obligations hereunder do not violate or contravene any applicable laws, regulations, articles of incorporation, court judgments, or orders of government authorities, or any other contractual restrictions.

The Parties have validly obtained all necessary third-party consents and government approvals required for the conclusion of this Agreement and related documents, as well as for the performance of their obligations hereunder, and all such consents and approvals are in compliance with their respective conditions.

The obligations undertaken by the Parties under this Agreement and other related documents are legally valid and binding.

No event or circumstance has occurred that constitutes the Termination as set forth in this Agreement, and no such event has arisen as a result of entering into this Agreement and other related documents thereto or performing the obligations hereunder.

The Parties agree that any claim, suit, arbitrations or other proceeding that may affect the legality or validity of this Agreement and any other documents related thereto, or that may affect the financial condition or ability of each Party to perform its obligations hereunder. There are no significant claims, lawsuits, arbitrations or other proceedings pending, nor are there any concerns that any such proceedings may be filed.

All information provided by each Party to the other Party in writing is true, accurate and complete in all respects as of the date of provision.

10.

The Parties do not rely on any recommendations from each other regarding this Agreement and the transactions related to it other than the representations specified in this Agreement. The Parties make decisions about entering into the transactions based on their own judgment and, if necessary, in consultation with experts. The Parties also acknowledge that they understand and are willing to bear the risks associated with the transactions under this Agreement.

11.

The “MiCo” confirms that the conclusion and performance of this Agreement does not violate the Capital Markets and Financial Investment Services Act and other laws and regulations applicable to the “MiCo” prohibiting the use of undisclosed information and confirms that there are no such concerns.

Article 11. (Indemnification)

Except as otherwise expressly provided in this Agreement, if each Party (the “Indemnifying Party”) makes false or inaccurate representations and warranties in this Agreement, or breaches its obligations, representations, or agreements in this Agreement, thereby causing the other Party (the “Indemnified Party”) to incur damages, losses, payment obligations, liabilities, expenses, or costs (including but not limited to damages, interest, penalties, fines, and attorneys’ and other experts’ fees and investigation costs, hereinafter referred to as the “Losses”), the Indemnifying Party shall compensate the Indemnified Party for all Losses incurred as a result thereof.

Article 12. (Confidentiality)

The Parties agree not to disclose the fact of the conclusion of this Agreement, its contents, and any other matters related to this Agreement to third parties (except for attorneys, accountants, other professionals providing advice to the Parties concerning this Agreement, and relevant investment institutions); provided, that, this shall not apply to cases where disclosure is made in accordance with relevant statutes, courts or governmental authorities (including, but not limited to, disclosure obligations or reporting obligations under relevant laws and regulations), for the performance of necessary authorization, permission, reporting obligations, submission of evidence, etc.

Article 13. (Notice)

(1)

Each notice, demand or other communication to be given or made under this Agreement between the Parties shall be by writing, facsimile or email, using the following the notification address. All such notices or communications shall be deemed to have been given and received when (i) delivered by registered mail or courier service with proof of delivery, (ii) sent by a reputable commercial courier with tracking and delivery confirmation, (iii) transmitted by facsimile with transmission confirmation, or (iv) confirmed as received by email.

MiCo Ltd.

Attention: Jeong Dae-ro

Address: 68, Dongtansandan 2-gil, Hwaseong-si, Gyeonggi-do

Phone:

Fax:

Email:

Mainstream Holdings, Ltd.

Attention: Kim Chang-hee

Address: #11-B-05, 11 Floor, 20, Gukjegeumyung-ro, Yeongdeungpo-gu, Seoul

Phone:

Fax:

Email:

(2)

If the notification address is changed, the Parties shall immediately notify the other Party. If such Party, without any fault on their part, does not receive the notice of the change in the notification address, and sends the notice to the previous notification address in good faith, the other Party shall not raise objections to the validity of such notice.

Article 14. (Termination)

(1)

This Agreement shall come into effect from the date of its conclusion, and it shall remain effective unless (i) The Parties mutually agree in writing to terminate this Agreement, (ii) the settlement obligations of the “MiCo” or the “Mainstream” under this Agreement have conclusively extinguished, or (iii) this Agreement is terminated pursuant to the Article 14 (2), (3) and (4) (this agreement shall not be terminated for any other reason).

(2)

Each Party may request rectification from the other Party if the other Party fails to fulfill its obligations under this Agreement. If the violation is not rectified within ten (10) Business Days from the date of the rectification request, the notifying Party may provide written notice to the other Party and immediately terminate this Agreement.

(3)	Each Party may notify the other Party in writing and immediately terminate this Agreement in the event the Ground for Default occurs.

(4)

In case of (i) an external auditor refuses an audit opinion or presents an adverse or qualified opinion with respect to the “MiCo”, (ii) the shares issued by the “MiCo” or KoMiCo Ltd., which are listed on the Korea Exchange, become designated as a managed stock, the grounds for delisting occur, or trading is suspended for more than five (5) Trading Dates consecutively (excluding cases where temporary trading suspension is mandatory in accordance with relevant laws and regulations of the Korea Exchange due to certain corporate legal actions of the “MiCo” or its affiliates, such as merging, dividing, or reducing capital, etc.), or (iii) there is a change in control, including a change in the largest shareholder, with respect to the “MiCo” or KoMiCo Ltd., the “Mainstream” may provide written notice to the “MiCo” and terminate this Agreement immediately.

(5)	If this Agreement is terminated before the Maturity Date in accordance with this Article, it shall be deemed the Ground for Early Settlement occurred and the “MiCo” and the “Mainstream” shall settle in accordance with Article 4.

(6)	The termination of this Agreement under this Article shall not affect the rights exercised against the other Party that have already arisen by the termination date.

Article 15. (Severability)

If any one or more of the provisions of this Agreement is determined to be invalid, illegal, or otherwise unenforceable by administrative, legislative, judicial, or other authorities or decisions, the validity, legality, and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby. The invalid, illegal, or otherwise unenforceable provision shall be replaced with a provision that is as close as possible to the original content and intent of that provision while remaining valid, legal, and enforceable; provided, that, this does not apply if the purpose of this contract becomes impossible to achieve due to invalidity, illegality or other unenforceable provisions.

Article 16. (Amendment)

This Agreement shall not be modified, amended, canceled, or altered except by a written agreement signed by the Parties, and it shall not be amended by custom, practice or course of business. Any modifications or amendments to this Agreement shall be bind on the Parties only if entered into in writing.

Article 17. (Assignment)

(1)

The “Mainstream” shall not transfer or assign its rights and obligations under this Agreement to a third party except with the prior written consent of the “MiCo”; provided, that, if the “MiCo” fails to fulfill its payment obligations under Article 4, the “Mainstream” may, as its sole discretion, transfer receivables of the Settlement Amount or the Put Option Settlement Amount and related rights in accordance with Article 4, without the consent of the “MiCo”.

(2)	The “MiCo” shall not transfer or assign its rights and obligations under this Agreement to a third party except with the prior written consent of the “Mainstream”.

Article 18. (Cumulative Remedies)

The rights and legal remedies provided for in this Agreement are not mutually exclusive and may be exercised partially or cumulatively as its sole discretion of each Party and do not exclude any rights or legal remedies recognized by the applicable laws for each party.

Article 19. (Entire Agreement)

This Agreement and any documents and instruments hereto with respect to this Agreement, constitute the final, complete and exclusive agreement between the Parties, and supersede all prior oral or written agreements, consents and representations with respect thereto, and shall not be denied by any prior or current oral or written agreements, consents and representations.

Article 20. (Jurisdiction and Governing Law)

(1)	Any dispute arising out of or in connection with this Agreement, or related thereto, shall be governed by and construed in accordance with the Laws of the Republic of Korea.

(2)	Any Dispute shall be referred to and finally resolved by the Seoul Central District Court, which shall have exclusive jurisdiction on any such Dispute.

[Signature Page Follows]

In witness whereof, the Parties hereto have caused this Agreement to be executed as of the date first above written. As evidence of the execution of this Agreement, the Parties have prepared two (2) copies of this Agreement, each Party has signed or affixed their seal, and each Party shall retain one (1) copy for their records.

MiCo Ltd.

/s/ Lee Seok-Yun

Representative Director Lee Seok-Yun (sign)

Mainstream Holdings, Ltd.

/s/ Kim Chang-hee

Managing Director Kim Chang-hee (sign)

Exhibit 12

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the Class ‘A’ Ordinary Shares, par value U.S.0.0109 per share, of Trinity Biotech plc, a company organized under the laws of Ireland. Each of them is responsible for the timely filing of such filings and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. This Joint Filing Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party. This Joint Filing Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.

Dated: January 2, 2024


MiCo IVD Holdings, LLC

By:		/s/ Park Heejo
Name:		Park Heejoo
Title:		President and CEO

Mainstream Holdings, Ltd.

By:		/s/ Kim Chang-hee
Name:		Kim Chang-hee
Title:		Managing Director

Mainstream New Growth No. 1 Private Equity Fund

By:		/s/ Kim Chang-hee
Name:		New Main Equity Co. Ltd. (by Kim Chang-hee, Managing Director)
Title:		General Partner

New Main Equity Co., Ltd.

By:		/s/ Kim Chang-hee
Name:		Kim Chang-hee
Title:		Managing Director

/s/ Kim Chang-hee
Kim Chang-hee