SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this " Agreement ") is made and entered into as of

SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this "Agreement") is made and entered into as of July 15, 2022 (the "Execution Date") by and among Immunocore Holdings plc (registered number 13119746), a public limited company incorporated in England and Wales whose registered office is at 92 Park

Drive, Milton Park, Abingdon, Oxfordshire, OX14 4RY United Kingdom (the "Company"), and the Investors identified on Exhibit A attached hereto (each an "Investor" and collectively the "Investors").

References in this Agreement to (1) the Company issuing and selling ADSs to the Investors, and similar or analogous expressions, shall be understood to include references to the Company allotting and issuing the new

Ordinary Shares underlying those ADSs to the Custodian and procuring the issue of ADSs representing such Ordinary Shares by the Depositary or its nominee to the relevant Investors; and (2) the purchase of, or payment for, any ADSs, and similar or

analogous expressions, shall be understood to refer to the subscription for the Ordinary Shares underlying those ADSs, as well as deposit of the Ordinary Shares for ADSs representing such Ordinary Shares, and the payment of the subscription moneys in

respect of such Ordinary Shares.

References in this Agreement to (1) the Company issuing and selling Non-Voting Ordinary Shares to the Investors and/or to the Investors purchasing, or paying for, Non-Voting Ordinary Shares, and similar or analogous

expressions, shall be understood to refer to the Company allotting and issuing the new Non-Voting Ordinary Shares to the Investors or their nominees; and (2) the purchase price for a Non-Voting Ordinary Share shall be understood to refer to the

subscription price per Non-Voting Ordinary Share.

In consideration of the mutual promises made herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Definitions. For the purposes of this Agreement, the following terms shall have the meanings set forth below:

"ADSs" has the meaning set forth in the recitals to this Agreement.

"Affiliate" means, with respect to any Person, any other Person which directly or indirectly through one or more intermediaries Controls, is controlled by, or is under common

Control with such Person.

"Business Day" means a day, other than a Saturday or Sunday, on which banks in New York City and London are open for the general transaction of business.

"Closing" has the meaning set forth in Section 3.1.

"Closing Date" has the meaning set forth in Section 3.1.

"Company Covered Person" means, with respect to the Company as an "issuer" for purposes of Rule 506 promulgated under the 1933 Act, any Person listed in the first paragraph of

"Company's Knowledge" means the actual knowledge of the executive officers (as defined in Rule 405 under the 1933 Act) of the Company.

"Companies Act" means the UK Companies Act 2006.

"Control" (including the terms "controlling," "controlled by" or "under common control with") means the possession, direct or indirect, of the power to direct or cause the

direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

"Custodian" has the meaning set forth in the recitals to this Agreement.

"Deposit Agreement" has the meaning set forth in the recitals to this Agreement.

"Depositary" has the meaning set forth in the recitals to this Agreement.

"Disqualification Event" has the meaning set forth in Section 4.33.

"EDGAR system" has the meaning set forth in Section 4.9.

"Environmental Laws" has the meaning set forth in Section 4.15.

"FSMA" means the UK Financial Services and Markets Act 2000.

"GA Vehicle" means GA IMC Holding, L.P.

"Governmental Entity" means any national, federal, state, municipal, local, territorial, foreign or other government or any department, commission, board, bureau, agency,

regulatory authority or instrumentality thereof, or any court, judicial, administrative or arbitral body or public or private tribunal.

"HSR Act" has the meaning set forth in Section 4.5.

"IFRS" has the meaning set forth in Section 4.17.

"Intellectual Property" has the meaning set forth in Section 4.14.

"Investor Questionnaire" has the meaning set forth in Section 5.8.

"Material Adverse Effect" means a material adverse effect on (i) the assets, liabilities, results of operations, financial condition or business of the Company and its

subsidiaries taken as a whole, (ii) the legality or enforceability of any of the Transaction Documents or (iii) the ability of the Company to perform its obligations under the Transaction Documents, except that for purposes of Section 6.1(h) of this

Agreement, in no event shall a change in the market price of the ADSs alone constitute a "Material Adverse Effect".

"Material Contract" means any contract, instrument or other agreement to which the Company is a party or by which it is bound that has been filed or was required to have been

filed as an exhibit to the SEC Filings pursuant to Item 601(b)(4) or Item 601(b)(10) of Regulation S-K.

"Nasdaq" means the Nasdaq Global Select Market.

"Non-Voting Ordinary Shares" has the meaning set forth in the recitals to this Agreement.

"Ordinary Shares" has the meaning set forth in the recitals to this Agreement.

"Person" means an individual, corporation, partnership, limited liability company, trust, business trust, association, joint stock company, joint venture, sole proprietorship,

unincorporated organization, governmental authority or any other form of entity not specifically listed herein.

"Press Release" has the meaning set forth in Section 10.8.

"Prospectus Regulation" means Regulation (EU) 2017/1129 of the European Union.

"Principal Trading Market" means the Trading Market on which the ADSs are primarily listed on and quoted for trading, which, as of the date of this Agreement and the Closing

Date, shall be the Nasdaq Global Select Market.

"Private Placement ADSs" has the meaning set forth in the recitals to this Agreement.

"Private Placement Non-Voting Ordinary Shares" has the meaning set forth in the recitals to this Agreement.

"Private Placement Shares" means the Underlying Ordinary Shares and the Private Placement Non-Voting Ordinary Shares.

"Registration Rights Agreement" has the meaning set forth in the recitals to this Agreement.

"Regulation D" has the meaning set forth in the recitals to this Agreement.

"Regulatory Authorities" has the meaning set forth in Section 4.30.

"Sanctions" has the meaning set forth in Section 4.25.

"Sanctioned Country" has the meaning set forth in Section 4.25.

"SEC" means the U.S. Securities and Exchange Commission.

"SEC Filings" has the meaning set forth in Section 4.8.

"Securities" means the Private Placement ADSs and the Private Placement Non-Voting Ordinary Shares.

"Short Sales" means all "short sales" as defined in Rule 200 of Regulation SHO under the 1934 Act (but shall not be deemed to include the location and/or reservation of

borrowable shares of ADSs).

"Trading Day" means (i) a day on which the ADSs are listed or quoted and traded on their Principal Trading Market (other than the OTC Bulletin Board), or (ii) if the ADSs are not

listed on a Trading Market (other than the OTC Bulletin Board), a day on which the ADSs are traded in the over-the-counter market, as reported by the OTC Bulletin Board, or (iii) if the ADSs are not quoted on any Trading Market, a day on which the

ADSs are quoted in the over-the-counter market as reported in the "pink sheets" by OTC Markets Group Inc. (or any similar organization or agency succeeding to its functions of reporting prices); provided, that in the event that the ADSs are not

listed or quoted as set forth in (i), (ii) or (iii) hereof, then Trading Day shall mean a Business Day.

"Trading Market" means whichever of the New York Stock Exchange, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, the Nasdaq Capital Market or the

OTC Bulletin Board on which the ADSs are listed or quoted for trading on the date in question.

"Transaction Documents" means this Agreement and the Registration Rights Agreement.

"UK Prospectus Regulation" means the Prospectus Regulation as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018.

"Underlying Ordinary Shares" has the meaning set forth in the recitals to this Agreement.

"1933 Act" means the Securities Act of 1933, as amended, or any successor statute, and the rules and regulations promulgated thereunder.

"1934 Act" means the Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and regulations promulgated thereunder.

2. Purchase and Sale of the Securities. On the Closing Date, upon the terms and subject to the conditions set forth herein, the Company will issue and sell, and each

Investor will purchase, severally and not jointly, (A) the number of ADSs set forth opposite the name of such Investor under the heading "Number of ADSs" on Exhibit A attached hereto and/or (B) the number of

Non-Voting Ordinary Shares set forth opposite the name of such Investor under the heading "Number of Non-Voting Ordinary Shares" on Exhibit A attached hereto. The purchase price per ADS shall be $37.50. The

purchase price per Non-Voting Ordinary Share shall be $37.50.

3.1 Upon the satisfaction of the conditions set forth in Section 6, the completion of the purchase and sale of the Securities (the "Closing") shall occur remotely via

exchange of documents and signatures at a time (the "Closing Date") to be agreed to by the Company and the majority of the Investors but (i) in no event earlier than the second Business Day after the date

hereof and (ii) in no event later than the fifth Business Day after the date hereof, or at such other time, date and location as the Company and the Investors may mutually agree in writing.

3.2 Each Investor, on the Closing Date, shall deliver or cause to be delivered to the Company an amount equal to the purchase price to be paid by the Investor for the Securities to be acquired by it as set forth

opposite the name of such Investor under the heading "Aggregate Purchase Price of Securities" on Exhibit A attached hereto. Such aggregate purchase price shall be paid in cash, U.S. dollars, via wire transfer

of immediately available funds pursuant to the wire instructions delivered to the Investor by the Company not less than two (2) Business Days before the Closing Date.

3.3 At the Closing, the Company shall deliver or cause to be delivered to each Investor (or its nominee in accordance with such Investor's delivery instructions) (A) a number of ADSs, registered in the name of

the Investor (or its nominee in accordance with its delivery instructions), equal to the number of ADSs set forth opposite the name of such Investor under the heading "Number of ADSs" on Exhibit A attached

hereto, or (B) a number of Non-Voting Ordinary Shares, registered in the name of the Investor (or its nominee in accordance with its delivery instructions), equal to the number of Non-Voting Ordinary Shares set forth opposite the name of such

Investor under the heading "Number of Non-Voting Ordinary Shares" on Exhibit A attached hereto, if any. The Private Placement ADSs shall be delivered via a book-entry record through the Depositary. Unless the

Company and an Investor otherwise mutually agree with respect to such Investor's Private Placement ADSs, at Closing settlement shall occur on a "free delivery" basis. The Private Placement Non-Voting Ordinary Shares shall be delivered in certificated

form and the Company shall procure that its registrar shall (i) register the relevant Investors (or their nominee(s), as applicable) as holders of the relevant Private Placement Non-Voting Ordinary Shares on the Closing Date and (ii) send share

certificates in respect of the Private Placement Non-Voting Ordinary Shares to the relevant Investors (at the addresses advised in writing by each such Investor to the Company prior to the Closing Date) within fourteen days of the Closing Date.

4. Representations and Warranties of the Company. The Company hereby represents and warrants to the Investors that, except as described in the Company's SEC Filings

filed since January 1, 2022 and at least one Trading Day prior to the Execution Date (other than disclosures in the "Risk Factors" or "Forward-Looking Statements" sections of any such filings or any filings furnished to the SEC), which qualify these

representations and warranties in their entirety:

4.1 Organization, Good Standing and Qualification. The Company is a corporation duly organized and validly existing under the laws of England and Wales and has all

requisite corporate power and authority to carry on its business as now conducted and to own or lease its properties. The Company is duly qualified to do business as a foreign corporation and is in good standing (or such equivalent concepts to the

extent they exist under the law of such jurisdiction) in each jurisdiction in which the conduct of its business or its ownership or leasing of property makes such qualification or leasing necessary unless the failure to so qualify has not had and

would not reasonably be expected to have a Material Adverse Effect. Each subsidiary of the Company has been duly incorporated or organized and is validly existing and in good standing (or such equivalent concepts to the extent they exist under the

law of such jurisdiction) under the laws of the jurisdiction of its incorporation or organization, and have all requisite power and authority to carry on their business as now conducted and to own or lease their properties. The Company's subsidiaries