Full Press Release Details
Non-binding convenience translation from German into English
in CureVac N.V. (NL-Amsterdam)
as amended by the 1st Supplement
dated 14 August 2020
Palmengartenstr. 5-9
60325 Frankfurt am Main
referred to as "Federal Investor"
BioTech holding GmbH & Co. KG
represented by its general partner dievini Verwaltungs GmbH
Johann-Jakob-Astor-Str. 57
referred to as "dievini"
Johann-Jakob-Astor-Str. 57
referred to as "DH" -
referred to as "DH-LT" -
Federal Investor, dievini, DH and DH-LT hereinafter
jointly referred to as the "Parties"
or individually as a "Party"
2nd Supplement to the Shareholders'
between Federal Investor, dievini, DH and DH-LT
the Parties agree as follows:
Shares held by dievini: 49,897,938 shares;
Shares held by the Federal Investor: 29,871,441
dievini Shares held by dievini: 29,877,2791
In the course of the realization of a first execution event as set forth in the VESOP (employee stock option plan of CureVac AG)
triggered by the IPO of CUREVAC N.V. pursuant to section 23 of the Investment and Shareholders Agreement dated 17 July 2020, DH-LT has
granted to DIEVINI an amount of 704,027 shares in CUREVAC N.V. so required by way of a share loan as per 15 March 2021; such 704,027
shares have been transferred to CUREVAC AG directly in accordance with the applicable terms and conditions. In September 2021, DIEVINI
has returned such share loan to DH-LT by transfer of 404,027 UNRESTRICTED DIEVINI SHARES and has terminated the share loan relationship.
Since a second tranche of 709,166 UNRESTRICTED DIEVINI SHARES was transferred on 13 October 2021 by DIEVINI to CUREVAC AG as a result
of DIEVINI's obligations under the VESOP, the number of UNRESTRICTED DIEVINI SHARES in the INVESTMENT DIEVINI has been reduced
to 28,464,086 altogether, considering both aforementioned transfers.
Supplement to the Shareholders' Agreement
between Federal Investor, dievini, DH and DH-LT
of the Shareholders' Agreement is restated as follows:
Supplement to the Shareholders' Agreement
between Federal Investor, dievini, DH and DH-LT
not contradict the principle in Section 5.1 and is expressly permitted without observing the right of first refusal mechanism set
out in Sections 6.4 et seq. for the benefit of the Federal Investor, provided
that (i) the relevant acquirer(s) fully accede(s) to this Agreement with effect as of the acquisition and fully submit(s) to the
obligations existing hereunder with respect to the special binding characteristics and obligations existing with respect to the Restricted
Shares disposed of to it/them and fully assume(s) the rights existing hereunder (cf. Section 13.2), (ii) the acquirer's
capacity as a dievini Shareholder is confirmed, no later than at the time of delivering
the accession agreement pursuant to Section 13.2, by any of the documents listed in Annex 1 that are suitable as proof
of such capacity and (iii) in the event that the aforementioned relationship ends, it is ensured that the Restricted
Shares shall (again) be (re)-disposed of to dievini
or dievini Shareholders, provided that the relevant acquirer(s) (if such acquirer(s)
is/are not fully bound by this Agreement yet with respect to the Restricted Shares) fully
accede(s) to this Agreement with effect as of the acquisition and fully submit(s) to the obligations existing hereunder with respect
to the special binding characteristics and obligations existing with respect to the Restricted
Shares (re)-disposed of to it/them and fully assume(s) the rights existing hereunder.
is deleted without replacement; to continue the existing numbering of the subsequent sub-sections of Section 6, Section 6.1
is intentionally left blank. Sections 6.2 and 6.3 of the Shareholders' Agreement
are restated as follows:
Supplement to the Shareholders' Agreement
between Federal Investor, dievini, DH and DH-LT
Shareholders to which Unrestricted dievini Shares are disposed
of undertake to observe the special binding characteristics and obligations arising out of this Agreement with respect to the Unrestricted
dievini Shares which have been disposed of to them (including, without
limitation, such under Section 4.5) in such a manner as if the Disposal by dievini
had not occurred. Section 5.3 shall apply mutatis mutandis if dievini Shareholders accede
to this Agreement in the event of a Disposal of Unrestricted
dievini Shares and in such event the dievini Shareholders concerned shall also
submit documents suitable as proof of such capacity in accordance with Annex 1 and fully accede to this Agreement with
effect as of the acquisition and fully submit to the obligations existing hereunder with respect to the special binding
characteristics and obligations existing with respect to the Unrestricted dievini Shares
disposed of to them and fully assume the rights existing hereunder (cf. Section 13.2).
that the above provisions under Section 6.2.1 are observed, Disposals and/or (re)-Disposals
of Restricted Shares or Unrestricted dievini
Shares shall be permitted at any time as between dievini Shareholders inter se and/or
between dievini Shareholders and dievini,
and each such Disposal and/or (re)-Disposal of
Restricted Shares or Unrestricted dievini Shares
shall not trigger he right of first refusal mechanism pursuant to Sections 6.4 et seq. in favour of the Federal
Supplement to the Shareholders' Agreement
between Federal Investor, dievini, DH and DH-LT
Disposal of Restricted Shares held by dievini
and/or dievini Shareholders to any Third-Party
Acquirer shall be permitted only upon expiry of the Extended Lock-up Period and
only if such Third-Party Acquirer fully accedes to this Agreement with effect as of the
acquisition and fully submits to the obligations existing hereunder with respect to the special binding characteristics and obligations
existing with respect to the Restricted Shares disposed of to it and fully assumes the
rights existing hereunder and also obliges any successors in title (individual or general) to accede to this Agreement as well. The right
of first refusal mechanism set out in Sections 6.4 et seq. in favour of the Federal Investor
shall be triggered in such event. Section 13.2 applies.
and to the extent that the Federal Investor (and/or any Bund
Related Party to whom Restricted Shares were disposed
of pursuant to Section 5.4) disposes of Restricted Shares exceeding an aggregate
consideration value (the higher of the purchase price and the stock market value (less a market standard discount on the stock market
value) at the time the Disposal is closed) of EUR 300,000,000.00 (in words: three
hundred million Euro) (the "Bund Cap") to a Third-Party
Acquirer under one or more of such Disposals, this Agreement shall end pursuant
to Section 9.3. Any Disposal pursuant to Section 5.4 shall not be taken into
account when calculating the Bund Cap, provided that the Restricted
Shares disposed of pursuant to Section 5.4 are not disposed of to a Third-Party
and to the extent that Restricted Shares are disposed
of in accordance with the provisions of Section 6.3 sentence 1, the Investment
Bund to be contributed by the Federal Investor for the purpose of the De
Facto GM-Majority per IPO shall be reduced accordingly by the number of Restricted Shares
so disposed of. For the avoidance of doubt, reducing the Investment
Bund itself shall not have any impact on the Investment dievini to be contributed