DEPOSIT AGREEMENTDeposit Agreement • February 1st, 2021 • Immunocore LTD • Biological products, (no disgnostic substances) • New York
DEPOSIT AGREEMENT, dated as of ___________, 2021, by and among (i) Immunocore Holdings plc, a public limited company incorporated under the laws of England and Wales, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America (“Citibank”) acting in its capacity as depositary, and any successor depositary hereunder (Citibank in such capacity, the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • February 1st, 2021 • Immunocore LTD • Biological products, (no disgnostic substances) • Maryland
This Amended and Restated Employment Agreement (the “Agreement”) is entered into by and between Bahija Jallal (“Executive”) and Immunocore, LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of Immunocore Holdings Limited, a company incorporated under the laws of England and Wales to be renamed as Immunocore Holdings plc after its re-registration as a public limited company (hereinafter referred to together as the “Company”) and is effective as of, and contingent upon, the occurrence of the “IPO Date” (as defined in the Immunocore Holdings plc 2021 Equity Incentive Plan (the “Plan”)) (the “Effective Date”).
FIRST AMENDMENT TO AMENDED AND RESTATED GLOBAL ACCESS COMMITMENTS AGREEMENTGlobal Access Commitments Agreement • February 1st, 2021 • Immunocore LTD • Biological products, (no disgnostic substances) • London
This FIRST AMENDMENT TO AMENDED AND RESTATED GLOBAL ACCESS COMMITMENTS AGREEMENT (“Agreement”) is dated as of the day of February, 2021, by and among the Bill & Melinda Gates Foundation, a Washington charitable trust that is a tax-exempt private foundation (the “Foundation”), Immunocore Limited, a private limited company incorporated in England and Wales with company number 06456207 (the “Company”), and Immunocore Holdings Limited, a private limited company incorporated under the laws of England and Wales to be renamed as Immunocore Holdings plc after its re-registration as a public limited company (“Holdings”).
Underwriting AgreementUnderwriting Agreement • February 1st, 2021 • Immunocore LTD • Biological products, (no disgnostic substances) • New York
The Underlying Shares shall be deposited pursuant to a deposit agreement (the “Deposit Agreement”), to be dated as of or prior to each Time of Delivery (as defined in Section 4(a) of this Agreement), among the Company, Citibank, N.A., as depositary (the “Depositary”), and all holders and beneficial holders of ADSs issued thereunder. Each Offered ADS will represent one Underlying Share. Such Underlying Shares will be deposited pursuant to the Deposit Agreement.
FORM OF SUBSCRIPTION AGREEMENTForm of Subscription Agreement • February 1st, 2021 • Immunocore LTD • Biological products, (no disgnostic substances)
This Subscription Agreement (this “Agreement”) is made and entered into as of February , 2021 (the “Effective Date”), by and between Immunocore Holdings Limited (registered number 13119746), a private limited company incorporated in England and Wales whose registered office is 92 Park Drive, Milton Park, Abingdon, Oxfordshire, United Kingdom OX14 4RY and which is in the process of being re-registered as a public limited company under the name Immunocore Holdings plc (the “Company”) and Bill & Melinda Gates Foundation, a Washington charitable trust that is a tax-exempt private foundation organized and existing under the laws of Washington and having its principal place of business at 500 Fifth Avenue North, Seattle, Washington 98109, United States (“Subscriber”).
