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”).
THIS AGREEMENT is made on 24th September 2021.Agreement • September 27th, 2021 • Exscientia LTD • Biological products, (no disgnostic substances)
On and from the Effective Date, the Company wishes to employ the Executive as Chief Executive Officer on the terms and conditions of this Agreement and the Executive wishes to accept such terms of employment.
SUBSCRIPTION AGREEMENTSubscription Agreement • September 27th, 2021 • Exscientia LTD • Biological products, (no disgnostic substances)
Global Access Commitments AgreementExscientia LTD • September 27th, 2021 • 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
EXSCIENTIA LIMITED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 27th, 2021 • Exscientia LTD • Biological products, (no disgnostic substances) • England and Wales
