EXSCIENTIA PLC, Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [], 20__ Debt SecuritiesIndenture • March 21st, 2024 • Exscientia PLC • Biological products, (no disgnostic substances) • New York
Indenture, dated as of [], 20__, among Exscientia plc, a public limited company incorporated under the laws of England and Wales under company number 13483814 and having its registered office at The Schrodinger Building, Oxford Science Park, Oxford, Oxfordshire, United Kingdom, OX4 4GE (the “Company”), and [Trustee], as trustee (the “Trustee”):
DEPOSIT AGREEMENTDeposit Agreement • September 17th, 2021 • Exscientia LTD • Biological products, (no disgnostic substances) • New York
DEPOSIT AGREEMENT, dated as of [●], 2021, by and among (i) EXSCIENTIA 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).
EXSCIENTIA PLC and _____________, As Warrant Agent Form of Debt Securities Warrant Agreement Dated As Of __________Warrant Agreement • March 21st, 2024 • Exscientia PLC • Biological products, (no disgnostic substances) • New York
This Debt Securities Warrant Agreement (this “Agreement”), dated as of [●], between Exscientia plc, a public limited company incorporated under the laws of England and Wales under company number 13483814 and having its registered office at The Schrodinger Building, Oxford Science Park, Oxford, Oxfordshire, United Kingdom, OX4 4GE (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
Exscientia plc [●] American Depositary Shares, each representing one Ordinary Share, nominal value £0.0005 per share Underwriting AgreementUnderwriting Agreement • September 27th, 2021 • Exscientia LTD • Biological products, (no disgnostic substances) • New York
Exscientia plc, a public limited company incorporated under the laws of England and Wales with company number 13483814 (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”) and in the manner contemplated by this Agreement, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [●] American Depositary Shares (the “Firm ADSs”) representing [●] ordinary shares, nominal value £0.0005 per share (the “Ordinary Shares”) and, at the election of the Underwriters, up to [●] additional American Depositary Shares representing [●] Ordinary Shares (the “Optional ADSs”) of the Company (the Firm ADSs and the Optional ADSs that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “ADSs”).
EXSCIENTIA PLC AMERICAN DEPOSITARY SHARES REPRESENTING ORDINARY SHARES SALES AGREEMENTSales Agreement • March 21st, 2024 • Exscientia PLC • Biological products, (no disgnostic substances) • New York
Exscientia plc, a public limited company incorporated under the laws of England and Wales with company number 13483814 (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“TD Cowen”), as follows:
THIS AGREEMENT is made on 9/26/2021.Employment Agreement • March 21st, 2024 • Exscientia PLC • Biological products, (no disgnostic substances)
EXSCIENTIA PLC and _____________, As Warrant Agent Form of Ordinary shares Warrant Agreement Dated As Of __________Ordinary Shares Warrant Agreement • March 21st, 2024 • Exscientia PLC • Biological products, (no disgnostic substances) • New York
This Ordinary shares Warrant Agreement (this “Agreement”), dated as of [●], between Exscientia plc, a public limited company incorporated under the laws of England and Wales under company number 13483814 and having its registered office at The Schrodinger Building, Oxford Science Park, Oxford, Oxfordshire, United Kingdom, OX4 4GE (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
SUBSCRIPTION AGREEMENTSubscription Agreement • September 27th, 2021 • Exscientia LTD • Biological products, (no disgnostic substances)
and LEASE relating to The Oxford Science Park Sandford-on-Thames OxfordLease • September 10th, 2021 • Exscientia LTD • Biological products, (no disgnostic substances)
THE OXFORD SCIENCE PARK LIMITED company registration number 2287341 whose registered office is at Magdalen College, High Street, Oxford OX1 4AU (Landlord).
TRANSACTION AGREEMENT by and between EXSCIENTIA PLC and RECURSION PHARMACEUTICALS, INC. Dated as of August 8, 2024Transaction Agreement • August 8th, 2024 • Exscientia PLC • Biological products, (no disgnostic substances) • Delaware
This TRANSACTION AGREEMENT (this “Agreement”), dated as of August 8, 2024, is by and between Recursion Pharmaceuticals, Inc. (“Parent”), a Delaware corporation, and Exscientia plc, a public limited company incorporated in England and Wales with registered number 13483814 (the “Company” and, together with Parent, the “Parties”). All capitalized terms used in this Agreement shall have the meanings ascribed to such terms in Annex A or as otherwise defined elsewhere in this Agreement.
COLLABORATION AND LICENCE AGREEMENT DATED JANUARY 4, 2022 EXSCIENTIA AI LIMITED and SANOFI Certain confidential information contained in this document, marked by [***], has been omitted because it is both (i) not material and (ii) is the type that the...Collaboration and License Agreement • March 23rd, 2023 • Exscientia PLC • Biological products, (no disgnostic substances) • New York
Schedule Page 1. Target Selection Process 78 2. Subcontractors 79 3. Target Prioritisation Criteria 80 4. Validation Criteria 81 5. Form of Material Transfer Agreement 82 6. Development Candidate Data Package Requirements 87 7. Initial Pathways of Interest 88 8. Intentionally Left Blank 89 9. Intentionally Left Blank 90 10. Research Plan for [***] 91 11. Research Plan For [***] 92 12. Form of Translational Research Plan 93
LEASE AGREEMENTLease Agreement • September 10th, 2021 • Exscientia LTD • Biological products, (no disgnostic substances)
FORM OF VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • August 8th, 2024 • Exscientia PLC • Biological products, (no disgnostic substances) • Delaware
This VOTING AND SUPPORT AGREEMENT (as the same may be amended from time to time in accordance with its terms, this “Agreement”), dated as of August 8, 2024, by and between the undersigned stockholder (the “Stockholder”) in such person’s capacity as a stockholder of Recursion Pharmaceuticals, Inc., a Delaware corporation (“Parent”), and Exscientia plc, a public limited company incorporated in England and Wales with registered number 13483814 (the “Company”). Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Transaction Agreement (as defined below).
SECOND AMENDMENT TO COLLABORATION AND LICENSE AGREEMENTCollaboration and License Agreement • August 10th, 2023 • Exscientia PLC • Biological products, (no disgnostic substances) • New York
This Second Amendment to Collaboration and License Agreement (the “Second Amendment”) is entered into as of July 26, 2023 (the “Second Amendment Date”) by and between Exscientia AI Limited, registered in Scotland under SC428761, whose registered office is at Level 3, Dundee One River Court, 5 West Victoria Dock Road, Dundee, United Kingdom (“EXS”), and Sanofi, a French Société Anonyme, having its registered head office at 54, rue La Boétie, 75008 Paris, France (“Sanofi”). EXS and Sanofi are each referred to herein by name or, individually, as a “Party” or, collectively, as the “Parties.”
Global Access Commitments AgreementGlobal Access Commitments Agreement • September 27th, 2021 • Exscientia LTD • Biological products, (no disgnostic substances) • New York
This Global Access Commitments Agreement (including all appendices, exhibits and attachments hereto, the “Agreement”) is entered into as of September 1, 2021 (“Effective Date”), by and among the Bill & Melinda Gates Foundation, a Washington charitable trust that is a tax-exempt private foundation (the “Foundation”), Exscientia Limited (registered number 13483814), a private limited company incorporated in England and Wales (the “Company”) and Exscientia AI Limited, (registered number SC428761), a private limited company incorporated under the laws of Scotland that is a wholly-owned subsidiary of the Company (“Exscientia”), in connection with the investment by the Foundation of Thirty-Five Million dollars (US$35,000,000) (the “Foundation Investment”) in American Depositary Shares of the Company. The Foundation is making the Foundation Investment to induce the Company and Exscientia to perform the Global Access Commitments set forth herein, and the Company and Exscientia acknowledge and
THIRD AMENDMENT TO COLLABORATION AND LICENSE AGREEMENTCollaboration and License Agreement • March 21st, 2024 • Exscientia PLC • Biological products, (no disgnostic substances) • New York
This Third Amendment to Collaboration and License Agreement (the “Third Amendment”) is entered into as of December 20, 2023 (the “Third Amendment Date”) by and between Exscientia Al Limited, registered in Scotland under SC42876 l, whose registered office is at Level 3, Dundee One River Court, 5 West Victoria Dock Road, Dundee, United Kingdom (“EXS”), and Sanofi, a French Société Anonyme, having its registered head office at 46-48 Avenue de la Grande Armée, 75017 Paris (“Sanofi”). EXS and Sanofi are each referred to herein by name or, individually, as a “Party” or, collectively, as the “Parties.”
BUSINESS COMBINATION PROPOSED — YOUR VOTE IS VERY IMPORTANTTransaction Agreement • October 10th, 2024 • Exscientia PLC • Biological products, (no disgnostic substances) • Delaware
The following questions and answers are intended to briefly address some commonly asked questions regarding the Transaction, the Transaction Agreement, the Recursion Special Meeting, and the Exscientia Shareholder Meetings. These questions and answers may not address all questions that may be important to you as a Recursion stockholder or an Exscientia shareholder. Please refer to the section entitled “Summary” beginning on page 19 of this joint proxy statement and the more detailed information contained elsewhere in this joint proxy statement, the annexes to this joint proxy statement and the documents referred to in this joint proxy statement, which you should read carefully and in their entirety. You may obtain the information incorporated by reference into this joint proxy statement without charge by following the instructions under the section entitled “Where You Can Find More Information” beginning on page 197 of this joint proxy statement.
Dated 13 July 2021Lease • September 10th, 2021 • Exscientia LTD • Biological products, (no disgnostic substances)
LR3. Parties to this lease Landlord MEPC MILTON PARK NO. 1 LIMITED (Company number 5491670) and MEPC MILTON PARK NO. 2 LIMITED (Company number 5491806), on behalf of MEPC Milton LP (LP No. LP14504), both of whose registered offices are at Sixth Floor, 150 Cheapside, London EC2V 6ET Tenant EXSCIENTIA LIMITED (Company number SC428761) whose registered office is at Level 3, Dundee One River Court, 5 West Victoria Dock Road, Dundee, United Kingdom Other parties None
ContractCollaboration Agreement • September 10th, 2021 • Exscientia LTD • Biological products, (no disgnostic substances) • England
Certain information in this document, marked by brackets [****], has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K under the Securities Act of 1933, as amended, because it is both (i) not material and (ii) would likely cause competitive harm to the registrant if publicly disclosed.
EXSCIENTIA LIMITED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 27th, 2021 • Exscientia LTD • Biological products, (no disgnostic substances) • England and Wales
AMENDED AND RESTATED COLLABORATION AGREEMENT between Bayer AG Muellerstrasse 178 13353 Berlin Germany (hereinafter referred to as “BAYER”) and Exscientia Ltd. The Schrodinger Building Oxford Science Park Oxford, OX4 4GE United Kingdom (hereinafter...Collaboration Agreement • September 17th, 2021 • Exscientia LTD • Biological products, (no disgnostic substances)
Certain confidential information contained in this document, marked by [****], has been omitted because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential.
SUBLEASE AGREEMENTSublease Agreement • September 10th, 2021 • Exscientia LTD • Biological products, (no disgnostic substances)
The University of Veterinary Medicine Vienna, represented by the President of the University of Veterinary Medicine Vienna, Veterinary Place 1, 1210 Vienna, as Sublessor, concludes the following sublease agreement with Allcyte GmbH, Lazarettgasse 14, 1090 Vienna, Commercial Register Number: 465200v, as Sublessee:
ContractResearch Collaboration and License Option Agreement • September 17th, 2021 • Exscientia LTD • Biological products, (no disgnostic substances) • England and Wales
Certain information in this document, marked by brackets [****], has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K under the Securities Act of 1933, as amended, because it is both (i) not material and (ii) would likely cause competitive harm to the registrant if publicly disclosed.
ContractAssignment Agreement • September 10th, 2021 • Exscientia LTD • Biological products, (no disgnostic substances)
Certain information in this document, marked by brackets [****], has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K under the Securities Act of 1933, as amended, because it is both (i) not material and (ii) would likely cause competitive harm to the registrant if publicly disclosed.
FIRST AMENDMENT TO COLLABORATION AND LICENSE AGREEMENTCollaboration and License Agreement • March 23rd, 2023 • Exscientia PLC • Biological products, (no disgnostic substances) • New York
WHEREAS the Parties entered into that certain Collaboration and License Agreement (as amended by this Amendment, the “Agreement”), dated January 4, 2022; and
COLLABORATION AND LICENSE AGREEMENTCollaboration and License Agreement • September 17th, 2021 • Exscientia LTD • Biological products, (no disgnostic substances) • New York
This Collaboration and License Agreement (the “Agreement”) is made and entered into as of 3 May, 2021 (the “Effective Date”) by and between Exscientia Limited, with its registered office at Level 3, Dundee One River Court, 5 West Victoria Dock Road, Dundee, United Kingdom (“Exscientia”), and Bristol-Myers Squibb Company, headquartered at 430 E. 29th Street, 14th Floor, New York, NY 10016 (“BMS”). Exscientia and BMS are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
SHARE SALE, TRANSFER AND MERGER AGREEMENT REGARDING ALLCYTE GMBHShare Sale, Transfer and Merger Agreement • September 10th, 2021 • Exscientia LTD • Biological products, (no disgnostic substances)
RESEARCH COLLABORATION AGREEMENT dated September 19, 2023 by and between EXSCIENTIA AI LTD. and MERCK HEALTHCARE KGAAResearch Collaboration Agreement • March 21st, 2024 • Exscientia PLC • Biological products, (no disgnostic substances)
Certain confidential information contained in this document, marked by [***], has been omitted because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential.
FIRST AMENDMENT TO TRANSACTION AGREEMENTTransaction Agreement • November 6th, 2024 • Exscientia PLC • Biological products, (no disgnostic substances)
This first Amendment TO THE TRANSACTION AGREEMENT (this “Amendment”), dated as of November 5, 2024, is by and between Recursion Pharmaceuticals, Inc., a Delaware corporation (“Parent”), and Exscientia plc, a public limited company incorporated in England and Wales with registered number 13483814 (the “Company”).
SHAREHOLDERS’ AGREEMENT RELATING TO EXSCIENTIA HOLDINGS LIMITEDShareholder Agreement • September 10th, 2021 • Exscientia LTD • Biological products, (no disgnostic substances)
