Re: 3(a)(9) Exchange AgreementLetter Agreement • May 2nd, 2023 • ImmunoGen, Inc. • Pharmaceutical preparations
This letter agreement (the “Agreement”) confirms the agreement of ImmunoGen, Inc. (the “Company”) and the holder of the Common Stock, par value $.01 per share, of the Company (the “Common Stock”) listed on Schedule I attached hereto (the “Shareholder”), pursuant to which the Shareholder has agreed to exchange an aggregate of 21,853,000 shares (the “Shares”) of Common Stock beneficially owned by the Shareholder in consideration for a total of 21,853 shares of Series A Convertible Preferred Stock of the Company (the “Preferred Shares”), which shall have the rights, preferences and privileges set forth in the Certificate of Designation set forth on Exhibit A attached hereto (the “COD”). The Preferred Shares will be convertible into a total of 21,853,000 shares of Common Stock (subject to adjustment as provided in the COD), subject to beneficial ownership conversion limitations set forth in the COD.
