BioNTech SE [●] ORDINARY REGISTERED SHARES, NO PAR VALUE, IN THE FORM OF [●] AMERICAN DEPOSITARY SHARES Underwriting AgreementBioNTech SE • February 3rd, 2020 • Biological products, (no disgnostic substances) • New York
BioNTech SE, a European stock corporation (Societas Europaea) incorporated in Germany and governed by the laws of the European Union and the Federal Republic of Germany and registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Mainz, Federal Republic of Germany, under number HRB 48720 (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [●] ordinary registered shares (Namensaktien) of the Company with no par value and a notional amount attributable to each share of €1.00 (any such share an “Ordinary Share”) (the “Underwritten Shares”) in the form of American Depositary Shares (the “Underwritten ADSs”) and, at the option of the Underwriters, up to an additional [●] ordinary shares with no par value of the Company (the “Option Shares”) in the form of American Depositary Shares (the “Option ADSs”).
AGREEMENT AND PLAN OF MERGER by and among: Neon Therapeutics, Inc., a Delaware corporation; BioNTech SE, a Societas Europaea organized and existing under the laws of Germany; and Endor Lights, Inc., a Delaware corporation Dated as of January 15, 2020Agreement and Plan of Merger • February 3rd, 2020 • BioNTech SE • Biological products, (no disgnostic substances) • Delaware
THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of January 15, 2020, by and among: BioNTech SE, a Societas Europaea organized and existing under the laws of Germany, having its registered office at An der Goldgrube 12, 55131 Mainz, Germany and being registered with the commercial register of the local court of Mainz under HRB 48720 (“Parent”); Endor Lights, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Parent (“Merger Sub”); and Neon Therapeutics, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A attached hereto.
