(A)

The Landlord is the owner of the real property located at the postal address of Else-Kröner-Straße 1 in 61352 Bad Homburg v. d. Höhe (the “Property”).

(B)

The Tenant already currently leases parts of the Property from the Landlord under a lease agreement dated 30 September 1996, as amended from time to time, (the “Existing Lease Agreement”).

(C)

The tenancy under the Existing Lease Agreement expired on 31 December 2016.

(D)

The Parties do not wish to further amend the Existing Lease Agreement, but replace it by a new and restated lease agreement.

1

Leased Premises

1.1

This Lease Agreement relates to the office space located on the Property as coloured in red in the layout plan attached hereto as Annex 1.1 (the “Leased Office Space”). Beyond these areas the Tenant is entitled to use - together with the Landlord and other tenants and in close coordination with the Landlord - the common areas of the Buildings (together with the Leased Office Space referred to as the “Leased Space”).

1.2

The Parties acknowledge and agree that the use of the Leased Space by various departments of the Tenant is permitted and does not require any further consent from the Landlord. It is also acknowledged and agreed, that the Tenant will probably need further leasable space located in Buildings on the Property in the future, if necessary also in the short term and/or only for a limited certain time. In this case, the Parties will enter into an amendment to this Lease Agreement in accordance with the template attached as Annex 1.2 in order to ensure transparency and compliance with the statutory written form requirement.

1.3

It is therefore understood and agreed that the areas outlined in Annex 1.1 only depict the office areas leased to the Tenant for its exclusive use. Beyond these areas the Tenant is entitled to use – together with the Landlord and other tenants and in close coordination with the Landlord – all common areas of the Buildings, in particular:

(a)

a share of the so-called all-rooms (Allraum Nutzfläche)

(b)

a share of the conference rooms

(c)

all access and escape routes to and from the Leased Office Space;

(d)

the sanitary installations and social rooms adjacent or otherwise related to the Leased Office Space;

(e)

the entrance lobby and elevators;

(f)

joint use meeting rooms in building EK2 and connecting access routes;

(g)

20 outside parking spaces.

1.4

This Lease Agreement Includes all essential fixtures which are part of the Leased Space by virtue of law (wesentliche Bestandteile) and which are available at the commencement of the lease (the “Leased Fixtures”).

1.5

The Landlord warrants that (i) the Leased Space meets the general technical requirements which may apply to the purpose of the lease and (ii) complies with all statutory provisions and/or all directives of authorities.

2

Term, Termination and Handover

2.1

The lease term commenced on 1 January 2017, 0.00 hrs. CET (the “Lease Commencement”).

2.2

In the event of termination of this Lease Agreement before the agreed date for which termination the Tenant is responsible, the Tenant shall be liable for any and all damage caused thereby, in particular, but not limited to, loss of rent, incidental expenses and other charges relating to the period for which the lease has been entered into. The same shall apply vice versa should the Landlord be responsible for the termination.

2.3

Since the Tenant already in occupies the Leased Space and possesses the required number of keys, no separate physical handover shall take place. The Leased Space under this Lease Agreement is automatically deemed handed over as of the Lease Commencement.

3

Rent, Rent Adjustment and Advance Payments on Ancillary Costs

3.1

The annual rent for the Leased Space at the Lease Commencement is initially agreed at EUR 3,093,180 plus the statutory VAT applicable from time to time (currently 19%).

3.2

In case of a subsequent change in the size of the Leased Space, i.e. if the Parties agree to increase or reduce the Leased Space pursuant to Clause 1.2, the rent shall be adjusted accordingly. For this purpose, the change in the size/quantity of the Leased Space – reduction or increase – is multiplied by the rent per unit set out in the table above (adjusted according to Clause 3.3, as the case may be) and the total rent is reduced or increased accordingly.

3.3

The rent shall automatically be adjusted at the beginning of each calendar year in accordance with the increase or decrease of the consumer price index for Germany (Verbraucherpreisindex für Deutschland), basis 2010 = 100, as published by the Federal Office of Statistics, as compared to the level of such index on the Lease Commencement or as compared to the time any subsequent adjustment of the rent has been made as provided for herein. It is however understood that no Party shall be in default with the adjusted payment prior to a written notification of the adjustment by the other Party.

3.4

The Landlord is in its equitable discretion (nach billigem Ermessen) entitled to claim reasonable advance payments on ancillary costs (Clause 4), which shall be payable each month in addition to and together with the rent.

4

Ancillary Costs

4.1

The Tenant shall bear all operating costs within the meaning of the Operation Cost Ordinance (Betriebskostenverordnung).

4.3

Such lump sum is initially fixed at EUR 5.78 per square meter of office space per month at the Lease Commencement. This translates to an initial ancillary cost payment of EUR 96,717.19 per month (i.e. EUR 1,160,606.25 p.a.).

5

Manner of Payment

5.1

The rent and the payment of the ancillary cost lump sum shall be payable in advance for each month no later than on the third business day (Werktag) of each month.

5.2

The receipt of the amount and/or the credit entry on the Landlord’s account shall be decisive for timely payment.

5.3

If and when the Tenant is in arrears with any payment, the Tenant shall owe dunning costs, if any and default interest at the respective statutory rate according to Sec. 247 of the German Civil Code (Bürgerliches Gesetzbuch - “BGB”).

6

Maintenance and Repair, Improvements

6.1

The Parties undertake to effect and shall bear the costs for the maintenance (incl. decorative repairs), repair and replacement within the Buildings as set out in the Annex 6.1 which is attached hereto.

6.2

The Tenant is entitled to effect improvements to the Leased Office Space with the Landlord’s consent which shall not be unreasonably withheld.

7

Setoff, Retention and Reduction of Rent

7.1

The Tenant may offset a claim against the rent or the ancillary costs or exercise a right of retention only, if the counterclaim is uncontested or has become res judicata.

7.2

The Tenant may reduce the rent payments (Minderung) because of a defect of the Leased Space or its use only if and when (i) it notifies the Landlord in writing of its intention to reduce the rent at least one month before effecting the first reduction and (ii) it is not in arrears (Verzug) with any payments.

8

Subleasing

8.1

The Landlord’s consent shall be required for any subleasing or other permission to use the Leased Space granted to third parties. Such consent to subleasing may not be unreasonably withheld.

8.2

Subletting to affiliated entities of the Tenant within the meaning of Sec. 15 seq. AktG shall be deemed consented to by the Landlord as long as the relevant subtenant remains the Tenant’s affiliate within the meaning of Sec. 15 seq. AktG.

8.3

The Tenant shall be liable for any and all acts or omissions of its subtenants. The Tenant, here and now, assigns to the Landlord for security purposes the Tenant’s claims against the subtenant under the sublease – including the lien (Pfandrecht) securing such claims – up to the amount of rent and ancillary cost prepayments owed to the Landlord. The Landlord accepts such assignment. The Tenant, however, remains entitled to collect rent and enforce claims under the sublease agreement unless the Landlord notifies the subtenant in writing that the security purpose has occurred.

9

Advertising Measures

10

Entry of Leased Office Space by Landlord

11

Security, Landlord’s Lien

11.1

The Tenant shall pay an amount of EUR 773,295 as security for any and all payment obligations hereunder including costs of legal remedies and eviction.

11.2

This security may also be provided also in the form of an irrevocable, directly enforceable, unconditional guaranty, unlimited in time, of a major German bank (selbstschuldnerische Bankbürgschaft). Payment by the guarantor shall be made upon first request of the Landlord.

11.3

Any security will be returned to the Tenant only, but then without undue delay, after fulfilment of all obligations of the Tenant, in particular, but not limited to, the obligation to pay rent, ancillary costs and repair costs and after vacation of the Leased Space.

11.4

The Tenant knows that the Landlord has a statutory lien (Vermieterpfandrecht) on the Tenant’s property which the Tenant brought into the leased premises, and that the Tenant shall not be entitled to remove this property without the Landlord’s consent, except in the ordinary course of business. The ordinary course includes disposal of obsolete or replaced equipment.

12

Termination or Expiration of the Term of this Lease Agreement

13

Insurances and Duty to ensure Safety

13.1

To the extent permitted by law, the Tenant shall have the duty to make the Leased Space safe for persons (Verkehrssicherungspflicht).

13.2

The Tenant shall be responsible for insurance coverage for the risk resulting from its business operation.

14

Miscellaneous

14.1

This Agreement contains all contractual arrangements made between the Parties with respect to the lease. There are no verbal side agreements.

14.2

Modifications of and supplements to this Lease Agreement shall be valid only if made in writing in the form of a formal amendment.

14.3

If any provision of this Lease Agreement or of any amendment to it is or will become invalid, this shall not affect the validity of the remaining provisions hereof and thereof. The Parties undertake to replace the invalid provision by a legally valid provision most closely matching the commercial and legal intention of the invalid provision.

14.4

The Parties are aware of the requirements of written form provided for in Sec. 550 BGB in conjunction with Sec. 578 para 1 BGB. Each of the Parties undertakes that at the other Party’s request it will immediately issue any statements and take any other action that may

14.5

Due to the protection purpose of Sec. 550 BGB, the written form cure clause in Clause 14.4 does not have any binding effect on a possible acquirer of the Property. Therefore, if the Property is sold and is transferred to the acquirer as new landlord, the Tenant undertakes to conclude a new written form clause with the same content with the acquirer if the latter requires it. In the Tenant’s interest, the Landlord undertakes to oblige an acquirer by means of the purchase agreement (agreement according to Sec. 328 BGB) to conclude an amendment containing a written form clause with the Tenant at the Tenant’s request.

14.6

This Lease Agreement shall be governed by German law. Exclusive place of jurisdiction is Bad Homburg v.d.H.

(1)

The Landlord is the owner of the building being the third office building at the Else-Kröner-Straße 1 Campus in 61352 Bad Homburg v.d.H., commonly referred to as EK1 (“Property”).

(2)

The Landlord and the Tenant have entered into the lease agreement dated 13.03.2017 (“Existing Lease Agreement”) attached hereto as Annex 1 with regard to among others office space on the Property (the “Leased Space”).

(1)

The Parties agree that the Leased Office Space of the Property will be updated to the current situation as defined and shown in Annex 2 of this Amendment Agreement (the updated “Leased Office Space”) as of 01 May 2023. Accordingly, the term “Leased Office Space” under the Lease Agreement does refer to this newly defined rental area for the remaining term of the Lease Agreement.

(2)

It is understood between the Parties that the Tenant does no longer require the Parking spaces.

(1)

The annual rent for the updated Leased Office Space under the Lease Agreement shall amount to EUR 2,885,064.00 plus the statutory VAT applicable from time to time (currently 19%) as of 01 May 2023.

(3)

Fresenius Medical Caro Deutschland GmbH,

(A)

The Landlord is the owner of the real property located at the postal address of Else-Kröner-Straße 1 in 61352 Bad Homburg v. d. Höhe (the “Property”).

(B)

The Tenant currently leases parts of the Property from the Landlord under a lease agreement dated [   ] December 2016, as amended from time to time, (the “Existing Lease Agreement”).

(C)

[The Tenant requires additional space located in Buildings on the Property.]

(D)

[The Tenant no longer requires certain parts of its current Leased Space located in Buildings on the Properly.]

1.1

The Leased Space is hereby amended. The entire Leased Office Space following the amendment is coloured in red in the layout plan attached hereto as Annex 1.1 (the “Amended Space”).

1.2

Based on the Amended Space, the new total rent as of the conclusion of this Amendment is agreed as follows:

1.3

The rent remains payable plus statutory VAT applicable from time to time (currently [   ]%).

1.4

The new lump sum for ancillary costs based on the Amended Space is initially fixed at EUR [   ] per square meter of [office, all-room and conference space] per month as of conclusion of this Amendment. This translates to an annual ancillary cost payment of EUR [   ].

1.5

If an indexation of the Rent for the Additional Space should be impermissible (e.g. because of the then remaining term of the Lease Agreement), the Parties shall agree on such an arrangement which will place them in a position, in economic terms, as if the indexation of the Additional Space were permissible, for instance by agreeing on a performance reservation clause pursuant to § 1 para. 2 No. 1 of the German Price Clause Act.

2

Miscellaneous

2.1

The provisions 14.3, 14.4 and 14.5 of the Existing Lease Agreement are hereby incorporated by reference and apply mutatis mutandis to this Amendment as if set out in full herein.

2.2

The provisions of the Existing Lease Agreement remain in full force to the extent not explicitly amended by this Amendment.

2.3

This Amendment shall be governed by German law. Exclusive place of jurisdiction is Bad Homburg v.d.H.

(i)

Roof and structure refers to the roof and roof cover of the Buildings, their facade, the floor, the outside areas including parking spaces, the overarching technical systems (e.g. fire protection systems), the canalisation, all structural and load bearing elements, the outside of external doors and windows as well as overarching technical systems such as plumbing, electricity supply, heating, ventilation and cooling systems.

(ii)

Maintenance and repair (Instandhaltung and Instandsetzung) refers to measures required to keep the Building and its Installations functional and restore functionality in case of defects, including the replacement of expendable items (Verbrauchsteile).

(iii)

Replacement and renewal refers to the exchange of defective parts – except for expendable items – that cannot or not with any commercially reasonable effort be repaired or have exceeded their permitted lifespan.

(1)

The Landlord confirms to the Tenant that the lease agreement for the office space in the building “EK1” will end by 31 December 2026. No termination notice or action is required from the tenant in order to terminate the lease.

(2)

If the Landlord is in need for additional office space on the Campus Site, he will contact the Tenant first to evaluate the possibility of taking space from the Tenant. Both parties will in good faith review available spaces and timing. The Tenant has four weeks to approve or deny a formal request made by the Landlord. This would ultimately lead to a reduction of leased space for the tenant, hence reducing the relevant cost elements of the Tenant.

(4)

The parties further agree that in order to accommodate the space separation due to Gordian, that FMC-Spaces in EK1 will be allocated in a coherent logical way (“en bloc”). Related moves are scheduled for Ql 2024 and this will further be formalized through an additional amendment to the existing Lease Contract. It is expected that the Leased Office Space will further reduce slightly versus the current situation as of 01.05.2023. The Tenant further commits to no longer requiring archive spaces in the basement of EK1 from that time forward. However, should the Tenant have any remaining need for archive spaces beyond that date, Tenant and Landlord will cooperate to move the documents from the basement archives into the Tenants Office Spaces. Move costs are to be shared equally as per the Gordian Separation Concept.

(1)

Fresenius SE & Co. KGaA,

(C)

The Parties want to adjust the provision on the size of the rental space. Furthermore, The Landlord will refurbish the Property particularly to implement current fire safety requirements. The Parties wish to regulate the course of this construction work in this addendum.

1

Rental Space and Rent prior to Landlord’s construction work

1.1

The Parties agree to adjust the area calculation key in accordance with the current practice regarding spaces including direct common areas (e.g. corridors, sanitary rooms, IT rooms, etc.) and office rooms that are directly assigned to a user for exclusive use. This ensures a fair distribution of all common areas. A change in the rental space and the rent is not affected by such adjustment. The rental space and the rent are therefore determined as follows until 31 May 2024:

1.2

The Tenant is familiar with the size and condition of the rental space and accepts this as the agreed size and shape as the contractually owed condition (vertragsgemäß).

2.3

Subsequent to the completion of the 1^st construction phase, the Landlord will undertake the 2^nd construction phase (“2^nd construction phase”). The Landlord will carry out the 2^nd construction phase in the period from presumably 01 July 2024 to 30 November 2024, but until 31 December 2024 at the latest. The space used within the 2^nd construction phase shall then be determined by the red marking in Annex 2 and the Tenant shall owe the rent as of 01 July 2024 as follows:

2.4

Subsequent to the completion of the 2^nd construction phase, the Landlord will undertake the 3^rd construction phase (“3^rd construction phase”). The Landlord will carry out the 3^rd construction phase in the period from presumably 01 December 2024 to 30 April 2025, but until 30 June 2025 at the latest. The space used within the 3^rd construction phase shall then be determined by the red marking in Annex 3 and the Tenant shall owe the rent as of 01 December 2024 as follows:

2.5

Upon completion of the 3^rd construction phase, which will take place on 01 May 2025 at the earliest, but by 01 July 2025 at the latest, the rental space will be determined as shown in Annex 4 by means of the red marking and the Tenant shall owe the rent as of 01 May 2025 as follows:

2.6

The rent(s) and the running costs mentioned above remain payable plus statutory VAT (currently 19%).

3

Security, Landlords Lien

4

Miscellaneous

4.1

The provisions 14.3, 14.4 and 14.5 of the Existing Lease Agreement are hereby incorporated by reference and apply mutatis mutandis to this Amendment as if set out in full herein.

4.2

The provisions of the Existing Lease Agreement remain in full force to the extent not explicitly amended by this Amendment.

4.3

This Amendment shall be governed by German law. Exclusive place of jurisdiction is Bad Homburg v.d.H.