Convenience Translation from German into English
Exhibit 5
Convenience Translation from German into English
Supplement to the
Shareholders’ Agreement
in relation to the Parties’ share portfolios
in CureVac N.V. (NL-Amsterdam)
dated 16 June 2020
between
Xxxxxxxxxxxxxxx. 0-0
00000 Xxxxxxxxx xx Xxxx
– hereinafter referred to as “Federal Investor” –
on the one hand
and
dievini Xxxx BioTech holding GmbH & Co. KG
represented by its general partner dievini Verwaltungs GmbH
Xxxxxx-Xxxxx-Xxxxx-Xxx. 00
00000 Xxxxxxxx
– hereinafter referred to as “dievini” –
Mr Xxxxxxx Xxxx
Xxxxxx-Xxxxx-Xxxxx-Xxx. 00
00000 Xxxxxxxx
– hereinafter referred to as “DH” –
and
DH-LT Investments GmbH
Xxxxxxxxxx 00
00000 Xx. Xxxx-Xxx
on the other hand
– Federal Investor, dievini, DH and DH-LT Investments GmbH
hereinafter jointly referred to as “Parties” or individually as “Party” –
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Translation from German into English
Supplement to the
Shareholders’ Agreement between the Federal Investor, dievini and DH
Shareholders’ Agreement between the Federal Investor, dievini and DH
Preamble
A |
DH undertook in Section 8 (“Investment commitment DH”) of the Shareholders’ Agreement in relation to the Parties’ share portfolios in CureVac N.V.
(NL-Amsterdam) dated 16 June 2020 (“Shareholders’ Agreement”) entered into by the Parties (with the exception of DH-LT
Investments GmbH) to invest an amount of EUR 100 million in CureVac N.V. on the occasion of the IPO in order to acquire shares at economic terms and conditions and in particular at a share
price corresponding to the issue price of a share in the course of the IPO (“concurrent private placement”) (“Investment Amount”).
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B |
DH does not intend to fulfil this obligation personally, but through DH-LT Investments GmbH, with its registered seat in St. Xxxx Rot and registered in the Commercial Register of the Regional Court (Amtsgericht)
of Mannheim under HRB 732866 (“DH-LT”), the sole shareholder of which is DH.
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C |
For this reason, the other Parties and DH-LT agree to include DH-LT in the Shareholders’ Agreement on the side of DH by means of this
Supplement to the Shareholders’ Agreement.
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This aforesaid, the Parties agree the following:
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Accession of DH-LT to the Shareholders’ Agreement; consent of the other Parties
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DH-LT hereby accedes to the Shareholders’ Agreement on the side of DH. Consequently, DH-LT has the same rights and obligations under the Shareholders’ Agreement as DH. The shares in CureVac N.V. acquired or to be acquired by DH-LT in the context of the concurrent private placement shall be deemed to be IPO Shares within the meaning of the Shareholders’ Agreement.
1.2 |
DH-LT is inter alia obligated pursuant to Section 8, 2nd sentence in conjunction with Section 4.5 of the Shareholders’ Agreement to exercise the rights from the IPO Shares in the context of resolutions of the general meeting on Restricted Items of Resolutions in the same way as the voting rights from the Restricted Shares.
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1.3 |
For the avoidance of doubt, it shall be clarified that even upon the accession of DH-LT to the Shareholders’ Agreement as described above, the investment of the Investment Amount is owed only once.
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1.4 |
The other Parties hereby consent to DH-LT’s accession to the Shareholders’ Agreement described in Section 1.1.
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2
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Notices to be sent to DH-LT
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All declarations and other notices under and in connection with the Shareholders’ Agreement and this Supplement
to be sent to DH-LT shall be sent by the Parties to the persons listed below under the respective contact details, who will act as authorized service agents until such authorization is revoked:
DH-LT Investments GmbH:
Xxxxxxxxxx 00
00000 Xx. Xxxx-Xxx
Fax: x00 (0) 0000 0000 000
E-mail: xxxxxxx@xxxxxxx.xxx
2
Translation from German into English
Supplement to the
Shareholders’ Agreement between the Federal Investor, dievini and DH
Shareholders’ Agreement between the Federal Investor, dievini and DH
each with copy to:
Prof. Xx. Xxxxxxxx Xxxxxxx
c/x XXXXXXXXXXX Rechtsanwälte Partnerschaftsgesellschaft mbB
Xxxxxxxxxxx 0
00000 Xxxxxxxx
Fax: x00 (0) 000 0000 000
E-mail: xxxxxxxx.xxxxxxx@xxxxxxxxxxx.xxx
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Final provisions
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3.1 |
The other provisions of the Shareholders’ Agreement remain unchanged and continue to apply.
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3.2 |
Terms which are defined in this Supplement (including its title reference and preamble) shall have the same meaning if they appear in small caps in the typeface. If terms appear in small
caps in the typeface of this Supplement which are not separately defined in this Supplement, they shall have the meaning attributed to them in the Shareholders’ Agreement.
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3.3
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This Supplement is subject to the laws Federal Republic of Germany.
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3.4 |
Revisions or amendments to this Supplement or an agreement on its cancellation must be made in writing to be effective. The written form shall not be fulfilled in this respect by means of transmission by means of telecommunication
transmission (fax), exchange of letters, electronic form (e-mail) or other text form (Section 126b German Civil Code (Bürgerliches Gesetzbuch – BGB)). The requirement of written form agreed herein
may only be waived or amended if the requirement of written form is complied with. Oral agreements do not exist.
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- intentionally left blank -
3
Translation from German into English
Supplement to the
Shareholders’ Agreement between the Federal Investor, dievini and XX
Shareholders’ Agreement between the Federal Investor, dievini and XX
Xxxxxxxx,
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[handwritten: 14 August 2020]
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[signature]
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Xxxxxxx Xxxx
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Frankfurt,
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Xx Xxxx Xxxxxxxxx
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Dr Xxxxx Pradkhan
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Walldorf,
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[handwritten: 14 August 2020]
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dievini Xxxx BioTech holding GmbH& Co. KG represented by
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dievini Verwaltungs GmbH, the latter in turn represented by:
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[signature]
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[signature]
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Xxxxxxx Xxxx
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Xx Xxxxxxx Hothum
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4
Translation from German into English
Supplement to the
Shareholders’ Agreement between the Federal Investor, dievini and DH
Shareholders’ Agreement between the Federal Investor, dievini and DH
St. Xxxx-Rot,
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[handwritten: 14 August 2020]
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DH-LT Investments GmbH
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[signature]
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Xxxxxxx Xxxx
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5
Translation from German into English
Supplement to the
Shareholders’ Agreement between the Federal Investor, dievini and XX
Shareholders’ Agreement between the Federal Investor, dievini and XX
Xxxxxxxx,
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Xxxxxxx Xxxx
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Frankfurt,
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[handwritten: 12 August 2020]
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[signature]
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[signature]
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Xx Xxxx Xxxxxxxxx
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Dr Elina Pradkhan
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Walldorf,
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dievini Xxxx BioTech holding GmbH& Co. KG represented by
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dievini Verwaltungs GmbH, the latter in turn represented by:
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Xxxxxxx Xxxx
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Prof Xx Xxxxxxxx Xxxxxxx
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