Master Alliance Provisions Guide (MAPGuide)

AXA Prime Impact Master Fund – Revelation Biosciences, Diagnostics & Therapeutics for Viral Infections, Global Health Agreement

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4. Program-Related Investment Requirements 

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(e) Required Reporting

(i) In addition to any and all reports required to be delivered to the Investor under the Investment Documents, the Company shall furnish, or cause to be furnished, to the Investor (by way of its investment advisor, Global Health Investment Advisors, LLC (“GHIA”)), the following reports and certifications (the “PRI Reports”):

(1) within 90 days after the end of each fiscal year of the Company during the term of the Investment, a certificate, signed by an officer of the Company, (a) certifying that the requirements of the Investment, as set forth in this GlobalHealth Agreement and the Investment Documents, were met during the immediately preceding year, and (b) describing the use of the proceeds of the Investment and evaluating the Company’s progress toward achieving the key purposes of the Investment, including specifically the covenants regarding the Global Access Commitments described in Section 4 of this Global Health Agreement, and the activities and the use of the funds towards such purposes;

(2) within 90 days after the end of the fiscal year of the Company during which this Agreement Terminates, a certificate, signed by an officer of the Company, (a) certifying that the requirements of the Investment, as set forth in this Global Health Agreement and the Investment Documents, were met during the term of the Investment, (b) describing the material activities of the Company with respect to the Investment and generally the Use of Proceeds made during the entire period in which the Investment was outstanding, and (c) evaluating the progress toward achieving the key purposes of the Investment;

(3) within 90 days after the end of each fiscal year of the Company during the Term, the Company shall furnish, or cause to be furnished, full and complete financial reports related to the Investment of the type ordinarily required by the Company’s commercial and public investors under similar circumstances, including but not limited to the use of the Investor’s Funds; and

(4) within 75 days after the end of each fiscal quarter of the Company, a quarterly written report (which report may be informal to the extent it contains the information requested in this Section 4(e)(4)) on the impact performance relative to the Program Products, together with information on the impact key performance indicators (“Impact KPIs”) achieved that are aligned with the Investor’s objectives to improve global health. For the purposes of the foregoing, the priority Impact KPIs are:

(f) Maintenance of Objectives; Events of Non-Compliance 

The Company shall utilize the proceeds of the Investment solely for the purposes set forth in the Investment Documents and, in particular, to advance the objectives described in Section 4 of this Global Health Agreement and in a manner consistent with the terms and provisions of this Global Health Agreement. If the Company fails to operate in accordance with such purposes or has failed to comply with the provisions of this Global Health Agreement (an “Event of Non-Compliance”), it shall notify the Investor In writing within 60 days of such Event of Non-Compliance and shall describe the steps the Company shall take to rectify the situation within 60 days of the notification. Notwithstanding the foregoing sentence, if the Investor believes an Event of Non-Compliance has occurred, it shall notify the Company in writing of such Event of Non-Compliance. Such notification shall clearly specify the basis for the Investor’s determination and request that the Company rectify the specified Event of Non-Compliance Within 60 days following the date of the notification.

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(h) Access to Records 

The Company shall maintain books and records adequate to support the information in the PRI Reports and to provide the information ordinarily required by commercial investors under similar circumstances, and the Company shall make such books and records available to the Investor, GHIA, and a designee of the Investor at reasonable times and under reasonable circumstances for inspection by the Investor or GHIA. Such books and records shall be maintained and made available to the Investor for at least six (6) years after the termination of its Investment.