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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

SCHEDULE 13D

(Rule 13d-101)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2

 

(Amendment No. 5)*

 

CUREVAC N.V.

(Name of Issuer)

 

Common Shares, par value €0.12 per share

(Title of Class of Securities)

 

N2451R105

(CUSIP Number)

 

Brian S. North, Esquire

Buchanan Ingersoll & Rooney PC

50 South 16th Street, Suite 3200

Philadelphia, PA 19102

(215) 665-8700

 

Dr. Marc Hauser

RITTERSHAUS

Harrlachweg 4 · 68163 Mannheim

Germany

+49 621 4256-275

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

May 4, 2022

(Date of Event Which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d–7 for other parties to whom copies are to be sent.

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 

 

CUSIP No. N2451R105
   

1. Names of Reporting Persons.
dievini Hopp BioTech holding GmbH & Co. KG
   
2. Check the Appropriate Box if a Member of a Group (See Instructions)
  (a) ☒(1)
  (b) ☐
     
3. SEC Use Only
   
   
4. Source of Funds
OO
   
5.

Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)                          ☐

 

   
6. Citizenship or Place of Organization
Germany

     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With		 7. Sole Voting Power
0
   
8. Shared Voting Power
82,963,501(2)
   
9. Sole Dispositive Power
0
   
10. Shared Dispositive Power
82,963,501
     

11. Aggregate Amount Beneficially Owned by Each Reporting Person
82,963,501
   
12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ☐

 

   
13. Percent of Class Represented by Amount in Row (11)
44.3%(3)
   
14. Type of Reporting Person (See Instructions)
PN

 

(1) This Schedule 13D is filed by dievini Hopp BioTech holding GmbH & Co. KG (“dievini”), DH-LT-Investments GmbH (“DH-LT-Investments”), DH-Capital GmbH & Co. KG (“DH-Capital”), DHFS II Holding GmbH & Co. KG (“DHFS II Holding”), OH Beteiligungen GmbH& Co. KG (“OH Beteiligungen”), Zweite DH Verwaltungs GmbH (“Zweite DH”), Dietmar Hopp, Oliver Hopp, and Daniel Hopp (collectively, the “Reporting Persons”). dievini, DH-LT-Investments, Dietmar Hopp, MH-LT-Investments GmbH (“MH-LT-Investments”), Bohlini invest GmbH (“Bohlini invest”), and 4H invest GmbH (“4H invest”) are parties to the agreements with KfW described in Item 6 of this Schedule 13D relating to the voting and disposition of the common shares of the Issuer. Moreover, dievini, DH-LT-Investments, Zweite DH, MH-LT-Investments, Bohlini invest, and 4H invest are parties to a shareholders’ agreement relating to the voting and disposition of the common shares of the Issuer described in Item 6 of this Schedule 13D. The Reporting Persons other than dievini, DH-LT-Investments, and Dietmar Hopp expressly disclaim status as a “group” for purposes of this Schedule 13D.

 

(2) Represents 70,846,532 shares held of record by dievini, 10,102,286 shares held of record by DH-LT-Investments, 495,504 shares held of record by MH-LT-Investments, 499,944 shares held of record by Bohlini invest, and 1,019,235 shares held of record by 4H invest GmbH (“4H invest”).

 

(3)This percentage is calculated based on 187,120,718 common shares of CureVac N.V. outstanding as reported in its Form 20-F Annual Report filed with the Securities and Exchange Commission on April 28, 2022

 

 2 

 

  

CUSIP No. N2451R105
   

1. Names of Reporting Persons.
DH-LT-Investments GmbH
   
2. Check the Appropriate Box if a Member of a Group (See Instructions)
  (a) ☒(1)
  (b) ☐
     
3. SEC Use Only
   
   
4. Source of Funds
OO
   
5.

Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)                          ☐

 

   
6. Citizenship or Place of Organization
Germany

     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With		 7. Sole Voting Power
0
   
8. Shared Voting Power
10,102,286(2)
   
9. Sole Dispositive Power
0
   
10. Shared Dispositive Power
10,102,286
     

11. Aggregate Amount Beneficially Owned by Each Reporting Person
10,102,286
   
12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ☐

 

   
13. Percent of Class Represented by Amount in Row (11)
5.4%(3)
   
14. Type of Reporting Person (See Instructions)
OO

 

(1)This Schedule 13D is filed by dievini Hopp BioTech holding GmbH & Co. KG (“dievini”), DH-LT-Investments GmbH (“DH-LT-Investments”), DH-Capital GmbH & Co. KG (“DH-Capital”), DHFS II Holding GmbH & Co. KG (“DHFS II Holding”), OH Beteiligungen GmbH& Co. KG (“OH Beteiligungen”), Zweite DH Verwaltungs GmbH (“Zweite DH”), Dietmar Hopp, Oliver Hopp, and Daniel Hopp ( collectively, the “Reporting Persons”). dievini, DH-LT-Investments, Dietmar Hopp, MH-LT-Investments GmbH (“MH-LT-Investments”), Bohlini invest GmbH (“Bohlini invest”), and 4H invest GmbH (“4H invest”) are parties to the agreements with KfW described in Item 6 of this Schedule 13D relating to the voting and disposition of the common shares of the Issuer. Moreover, dievini, DH-LT-Investments, Zweite DH, MH-LT-Investments, Bohlini invest, and 4H invest are parties to a shareholders’ agreement relating to the voting and disposition of the common shares of the Issuer described in Item 6 of this Schedule 13D. The Reporting Persons other than dievini, DH-LT-Investments, and Dietmar Hopp expressly disclaim status as a “group” for purposes of this Schedule 13D.

 

(2)Represents shares held of record by DH-LT-Investments GmbH.

 

(3)This percentage is calculated based on 187,120,718 common shares of CureVac N.V. outstanding as reported in its Form 20-F Annual Report filed with the Securities and Exchange Commission on April 28, 2022.

 

 3 

 

  

CUSIP No. N2451R105
   

1.

Names of Reporting Persons.

DH-Capital GmbH & Co. KG

   
2. Check the Appropriate Box if a Member of a Group (See Instructions)
  (a) ☐
  (b) ☐(1)
     
3. SEC Use Only
   
   
4. Source of Funds
OO
   
5.

Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)                          ☐

 

   
6. Citizenship or Place of Organization
Germany

     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With		 7. Sole Voting Power
0
   
8. Shared Voting Power
82,963,501(2)
   
9. Sole Dispositive Power
0
   
10.

Shared Dispositive Power

82,963,501

     

11. Aggregate Amount Beneficially Owned by Each Reporting Person
86,160,390
   
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ☐
      
   
13. Percent of Class Represented by Amount in Row (11)
44.3%(3)
   
14. Type of Reporting Person (See Instructions)
PN

 

(1)This Schedule 13D is filed by dievini Hopp BioTech holding GmbH & Co. KG (“dievini”), DH-LT-Investments GmbH (“DH-LT-Investments”), DH-Capital GmbH & Co. KG (“DH-Capital”), DHFS II Holding GmbH & Co. KG (“DHFS II Holding”), OH Beteiligungen GmbH& Co. KG (“OH Beteiligungen”), Zweite DH Verwaltungs GmbH (“DH Zweite”), Dietmar Hopp, Oliver Hopp, and Daniel Hopp ( collectively, the “Reporting Persons”). dievini, DH-LT-Investments, Dietmar Hopp, MH-LT-Investments GmbH (“MH-LT-Investments”), Bohlini invest GmbH (“Bohlini invest”), and 4H invest GmbH (“4H invest”) are parties to the agreements with KfW described in Item 6 of this Schedule 13D relating to the voting and disposition of the common shares of the Issuer. Moreover, dievini, DH-LT-Investments, Zweite DH, MH-LT-Investments, Bohlini invest, and 4H invest are parties to a shareholders’ agreement relating to the voting and disposition of the common shares of the Issuer described in Item 6 of this Schedule 13D. The Reporting Persons other than dievini, DH-LT-Investments, and Dietmar Hopp expressly disclaim status as a “group” for purposes of this Schedule 13D.

 

(2) Represents 70,846,532 shares held of record by dievini, 10,102,286 shares held of record by DH-LT-Investments, 495,504 shares held of record by MH-LT-Investments, 499,944 shares held of record by Bohlini invest, 1,019,235 shares held of record by 4H invest.

 

(3)This percentage is calculated based on 187,120,718 common shares of CureVac N.V. outstanding as reported in its Form 20-F Annual Report filed with the Securities and Exchange Commission on April 28, 2022.

 

 4 

 

  

CUSIP No. N2451R105
   

1. Names of Reporting Persons.
OH Beteiligungen GmbH & Co. KG
   
2. Check the Appropriate Box if a Member of a Group (See Instructions)
  (a) ☐
  (b) ☐(1)
     
3. SEC Use Only
   
   
4. Source of Funds
OO
   
5.

Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)                          ☐

 

   
6. Citizenship or Place of Organization
Germany

     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With		 7. Sole Voting Power
0
   
8. Shared Voting Power
82,963,501(2)
   
9. Sole Dispositive Power
0
   
10. Shared Dispositive Power
82,963,501
     

11. Aggregate Amount Beneficially Owned by Each Reporting Person
82,963,501
   
12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ☐

 

   
13. Percent of Class Represented by Amount in Row (11)
44.3%(3)
   
14. Type of Reporting Person (See Instructions)
PN

 

(1)This Schedule 13D is filed by dievini Hopp BioTech holding GmbH & Co. KG (“dievini”), DH-LT-Investments GmbH (“DH-LT-Investments”), DH-Capital GmbH & Co. KG (“DH-Capital”), DHFS II Holding GmbH & Co. KG (“DHFS II Holding”), OH Beteiligungen GmbH& Co. KG (“OH Beteiligungen”), Zweite DH Verwaltungs GmbH (“Zweite DH”), Dietmar Hopp, Oliver Hopp, and Daniel Hopp ( collectively, the “Reporting Persons”). dievini, DH-LT-Investments, Dietmar Hopp, MH-LT-Investments GmbH (“MH-LT-Investments”), Bohlini invest GmbH (“Bohlini invest”), and 4H invest GmbH (“4H invest”) are parties to the agreements with KfW described in Item 6 of this Schedule 13D relating to the voting and disposition of the common shares of the Issuer. Moreover, dievini, DH-LT-Investments, Zweite DH, MH-LT-Investments, Bohlini invest, and 4H invest are parties to a shareholders’ agreement relating to the voting and disposition of the common shares of the Issuer described in Item 6 of this Schedule 13D. The Reporting Persons other than dievini, DH-LT-Investments, and Dietmar Hopp expressly disclaim status as a “group” for purposes of this Schedule 13D.

 

(2)Represents 70,846,532 shares held of record by dievini, 10,102,286 shares held of record by DH-LT-Investments, 495,504 shares held of record by MH-LT-Investments, 499,944 shares held of record by Bohlini invest, and 1,019,235 shares held of record by 4H invest.

  

(3)This percentage is calculated based on 187,120,718 common shares of CureVac N.V. outstanding as reported in its Form 20-F Annual Report filed with the Securities and Exchange Commission on April 28, 2022.

 

 5 

 

  

CUSIP No. N2451R105
   

1. Names of Reporting Persons.
Dietmar Hopp
   
2. Check the Appropriate Box if a Member of a Group (See Instructions)
  (a) ☒(1)
  (b) ☐
     
3. SEC Use Only
   
   
4. Source of Funds
PF
   
5.

Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)                          ☐

 

   
6. Citizenship or Place of Organization
Germany

     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With		 7. Sole Voting Power
158,700
   
8. Shared Voting Power
86,001,690(2)
   
9. Sole Dispositive Power
158,700
   
10. Shared Dispositive Power
86,001,690
     

11. Aggregate Amount Beneficially Owned by Each Reporting Person
86,160,390
   
12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ☐

 

   
13. Percent of Class Represented by Amount in Row (11)
46%(3)
   
14. Type of Reporting Person (See Instructions)
IN

 

(1)This Schedule 13D is filed by dievini Hopp BioTech holding GmbH & Co. KG (“dievini”), DH-LT-Investments GmbH (“DH-LT-Investments”), DH-Capital GmbH & Co. KG (“DH-Capital”), DHFS II Holding GmbH & Co. KG (“DHFS II Holding”), OH Beteiligungen GmbH& Co. KG (“OH Beteiligungen”), Zweite DH Verwaltungs GmbH (“DH Zweite”), Dietmar Hopp, Oliver Hopp, and Daniel Hopp ( collectively, the “Reporting Persons”). dievini, DH-LT-Investments, Dietmar Hopp, MH-LT-Investments GmbH (“MH-LT-Investments”), Bohlini invest GmbH (“Bohlini invest”), and 4H invest GmbH (“4H invest”) are parties to the agreements with KfW described in Item 6 of this Schedule 13D relating to the voting and disposition of the common shares of the Issuer. Moreover, dievini, DH-LT-Investments, Zweite DH, MH-LT-Investments, Bohlini invest, and 4H invest are parties to a shareholders’ agreement relating to the voting and disposition of the common shares of the Issuer described in Item 6 of this Schedule 13D. The Reporting Persons other than dievini, DH-LT-Investments, and Dietmar Hopp expressly disclaim status as a “group” for purposes of this Schedule 13D.

 

(2) Represents 70,846,532 shares held of record by dievini, 10,102,286 shares held of record by DH-LT-Investments, 495,504 shares held of record by MH-LT-Investments, 3,004,672 shares of record held by Zweite DH, 33,517 shares held of record by a company of which Mr. Hopp is the sole shareholder, 499,944 shares held of record by Bohlini invest, and 1,019,235 shares held of record by 4H invest.

  

(3)This percentage is calculated based on 187,120,718 common shares of CureVac N.V. outstanding as reported in its Form 20-F Annual Report filed with the Securities and Exchange Commission on April 28, 2022.

 

 6 

 

  

CUSIP No. N2451R105
   

1. Names of Reporting Persons.
Oliver Hopp
   
2. Check the Appropriate Box if a Member of a Group (See Instructions)
  (a) ☐
  (b) ☐(1)
     
3. SEC Use Only
   
   
4. Source of Funds
OO
   
5.

Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)                          ☐

 

   
6. Citizenship or Place of Organization
Germany

     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With		 7. Sole Voting Power
0
   
8. Shared Voting Power
82,963,501 (2)
   
9. Sole Dispositive Power
0
   
10. Shared Dispositive Power
82,963,501
     

11. Aggregate Amount Beneficially Owned by Each Reporting Person
82,963,501
   
12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ☐

 

   
13. Percent of Class Represented by Amount in Row (11)
44.3%(3)
   
14. Type of Reporting Person (See Instructions)
IN

 

(1)This Schedule 13D is filed by dievini Hopp BioTech holding GmbH & Co. KG (“dievini”), DH-LT-Investments GmbH (“DH-LT-Investments”), DH-Capital GmbH & Co. KG (“DH-Capital”), DHFS II Holding GmbH & Co. KG (“DHFS II Holding”), OH Beteiligungen GmbH& Co. KG (“OH Beteiligungen”), Zweite DH Verwaltungs GmbH (“Zweite DH”), Dietmar Hopp, Oliver Hopp, and Daniel Hopp ( collectively, the “Reporting Persons”). dievini, DH-LT-Investments, Dietmar Hopp, MH-LT-Investments GmbH (“MH-LT-Investments”), Bohlini invest GmbH (“Bohlini invest”), and 4H invest GmbH (“4H invest”) are parties to the agreements with KfW described in Item 6 of this Schedule 13D relating to the voting and disposition of the common shares of the Issuer. Moreover, dievini, DH-LT-Investments, Zweite DH, MH-LT-Investments, Bohlini invest, and 4H invest are parties to a shareholders’ agreement relating to the voting and disposition of the common shares of the Issuer described in Item 6 of this Schedule 13D. The Reporting Persons other than dievini, DH-LT-Investments, and Dietmar Hopp expressly disclaim status as a “group” for purposes of this Schedule 13D.

 

(2)Represents 70,846,532 shares held of record by dievini, 10,102,286 shares held of record by DH-LT-Investments, 495,504 shares held of record by MH-LT-Investments, 499,944 shares held of record by Bohlini invest, 1,019,235 shares held of record by 4H invest.

  

(3)This percentage is calculated based on 187,120,718 common shares of CureVac N.V. outstanding as reported in its Form 20-F Annual Report filed with the Securities and Exchange Commission on April 28, 2022.

 

 7 

 

  

CUSIP No. N2451R105
   

1. Names of Reporting Persons.
Daniel Hopp
   
2. Check the Appropriate Box if a Member of a Group (See Instructions)
  (a) ☐
  (b) ☐(1)
     
3. SEC Use Only
   
   
4. Source of Funds
OO
   
5.

Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)                          ☐

 

   
6. Citizenship or Place of Organization
Germany

     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With		 7. Sole Voting Power
0
   
8. Shared Voting Power
82,963,501 (2)
   
9. Sole Dispositive Power
0
   
10. Shared Dispositive Power
82,963,501
     

11. Aggregate Amount Beneficially Owned by Each Reporting Person
82,963,501
   
12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ☐

 

   
13. Percent of Class Represented by Amount in Row (11)
44.3%(3)
   
14. Type of Reporting Person (See Instructions)
IN

 

(1)This Schedule 13D is filed by dievini Hopp BioTech holding GmbH & Co. KG (“dievini”), DH-LT-Investments GmbH (“DH-LT-Investments”), DH-Capital GmbH & Co. KG (“DH-Capital”), DHFS II Holding GmbH & Co. KG (“DHFS II Holding”), OH Beteiligungen GmbH& Co. KG (“OH Beteiligungen”), Zweite DH Verwaltungs GmbH (“Zweite DH”), Dietmar Hopp, Oliver Hopp, and Daniel Hopp ( collectively, the “Reporting Persons”). dievini, DH-LT-Investments, Dietmar Hopp, MH-LT-Investments GmbH (“MH-LT-Investments”), Bohlini invest GmbH (“Bohlini invest”), and 4H invest GmbH (“4H invest”) are parties to the agreements with KfW described in Item 6 of this Schedule 13D relating to the voting and disposition of the common shares of the Issuer. Moreover, dievini, DH-LT-Investments, Zweite DH, MH-LT-Investments, Bohlini invest, and 4H invest are parties to a shareholders’ agreement relating to the voting and disposition of the common shares of the Issuer described in Item 6 of this Schedule 13D. The Reporting Persons other than dievini, DH-LT-Investments, and Dietmar Hopp expressly disclaim status as a “group” for purposes of this Schedule 13D.

 

(2)Represents 70,846,532 shares held of record by dievini, 10,102,286 shares held of record by DH-LT-Investments, 495,504 shares held of record by MH-LT-Investments, 499,944 shares held of record by Bohlini invest, 1,019,235 shares held of record by 4H invest.

 

(3)This percentage is calculated based on 187,120,718 common shares of CureVac N.V. outstanding as reported in its Form 20-F Annual Report filed with the Securities and Exchange Commission on April 28, 2022.

 

 8 

 

  

CUSIP No. N2451R105

 

1. Names of Reporting Persons.
DHFS II Holding GmbH & Co. KG
   
2. Check the Appropriate Box if a Member of a Group (See Instructions)

  (a) ☒(1)
  (b) ☐

   
3. SEC Use Only
   
   
4. Source of Funds
OO
   
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)                          ☐
   
   
6. Citizenship or Place of Organization
Germany

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With		 7. Sole Voting Power
0
   
8. Shared Voting Power
10,102,286 (2)
   
9. Sole Dispositive Power
0
   
10. Shared Dispositive Power
10,102,286

 

11. Aggregate Amount Beneficially Owned by Each Reporting Person
10,102,286
   
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ☐
   
   
13. Percent of Class Represented by Amount in Row (11)
5.4%(3)
   
14. Type of Reporting Person (See Instructions)
OO

 

(1)This Schedule 13D is filed by dievini Hopp BioTech holding GmbH & Co. KG (“dievini”), DH-LT-Investments GmbH (“DH-LT-Investments”), DH-Capital GmbH & Co. KG (“DH-Capital”), DHFS II Holding GmbH & Co. KG (“DHFS II Holding”), OH Beteiligungen GmbH& Co. KG (“OH Beteiligungen”), Zweite DH Verwaltungs GmbH (“Zweite DH”), Dietmar Hopp, Oliver Hopp, and Daniel Hopp ( collectively, the “Reporting Persons”). dievini, DH-LT-Investments, Dietmar Hopp, MH-LT-Investments GmbH (“MH-LT-Investments”), Bohlini invest GmbH (“Bohlini invest”), and 4H invest GmbH (“4H invest”) are parties to the agreements with KfW described in Item 6 of this Schedule 13D relating to the voting and disposition of the common shares of the Issuer. Moreover, dievini, DH-LT-Investments, Zweite DH, MH-LT-Investments, Bohlini invest, and 4H invest are parties to a shareholders’ agreement relating to the voting and disposition of the common shares of the Issuer described in Item 6 of this Schedule 13D. The Reporting Persons other than dievini, DH-LT-Investments, and Dietmar Hopp expressly disclaim status as a “group” for purposes of this Schedule 13D.

 

(2)Represents shares held of record by DH-LT-Investments GmbH.

 

(3)This percentage is calculated based on 187,120,718 common shares of CureVac N.V. outstanding as reported in its Form 20-F Annual Report filed with the Securities and Exchange Commission on April 28, 2022.

 

 9 

 

   

CUSIP No. N2451R105

 

1. Names of Reporting Persons.
Zweite DH Verwaltungs GmbH  
   
2. Check the Appropriate Box if a Member of a Group (See Instructions)

  (a) ☒(1)
  (b) ☐

   
3. SEC Use Only
   
   
4. Source of Funds
OO
   
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)                          ☐
   
   
6. Citizenship or Place of Organization
Germany

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With		 7. Sole Voting Power
0
   
8. Shared Voting Power
3,004,672(2)
   
9. Sole Dispositive Power
0
   
10. Shared Dispositive Power
3,004,672

 

11. Aggregate Amount Beneficially Owned by Each Reporting Person
3,004,672
   
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ☐
   
   
13. Percent of Class Represented by Amount in Row (11)
1.6%(3)
   
14. Type of Reporting Person (See Instructions)
OO

 

(1)This Schedule 13D is filed by dievini Hopp BioTech holding GmbH & Co. KG (“dievini”), DH-LT-Investments GmbH (“DH-LT-Investments”), DH-Capital GmbH & Co. KG (“DH-Capital”), DHFS II Holding GmbH & Co. KG (“DHFS II Holding”), OH Beteiligungen GmbH& Co. KG (“OH Beteiligungen”), Zweite DH Verwaltungs GmbH (“Zweite DH”), Dietmar Hopp, Oliver Hopp, and Daniel Hopp ( collectively, the “Reporting Persons”). dievini, DH-LT-Investments, Dietmar Hopp, MH-LT-Investments GmbH (“MH-LT-Investments”), Bohlini invest GmbH (“Bohlini invest”), and 4H invest GmbH (“4H invest”) are parties to the agreements with KfW described in Item 6 of this Schedule 13D relating to the voting and disposition of the common shares of the Issuer. Moreover, dievini, DH-LT-Investments, Zweite DH, MH-LT-Investments, Bohlini invest, and 4H invest are parties to a shareholders’ agreement relating to the voting and disposition of the common shares of the Issuer described in Item 6 of this Schedule 13D. The Reporting Persons other than dievini, DH-LT-Investments, and Dietmar Hopp expressly disclaim status as a “group” for purposes of this Schedule 13D.

 

(2)Represents shares held of record by Zweite DH Verwaltungs GmbH.

 

(3)This percentage is calculated based on 187,120,718 common shares of CureVac N.V. outstanding as reported in its Form 20-F Annual Report filed with the Securities and Exchange Commission on April 28, 2022.

  

 10 

 

  

This Amendment No. 5 to Schedule 13D (this “Amendment”) amends the Schedule 13D filed with the Securities and Exchange Commission on August 24, 2020 by the Reporting Persons (the “Initial Statement” and, as amended and supplemented through the date of this Amendment, collectively, the “Statement”) with respect to common shares, par value €0.12 per share (the “Shares”) of CureVac N.V., a Dutch public company (the “Issuer”).

 

Items 2, 3 and 5, and 7 of the Statement are amended as set forth below and the description of the accession of Zweite DH Verwaltungs GmbH to the Shareholders Agreement set forth below is added to Item 6.

  

Item 2.  Identity and Background

 

(a) This Schedule 13D is filed by dievini Hopp BioTech holding GmbH & Co. KG (“dievini”), DH-LT-Investments GmbH (“DH-LT-Investments”), DH-Capital GmbH & Co. KG (“DH-Capital”), DHFS II Holding GmbH & Co. KG (“DHFS II Holding”), OH Beteiligungen GmbH& Co. KG (“OH Beteiligungen”), Zweite DH Verwaltungs GmbH (“Zweite DH”), Dietmar Hopp, Oliver Hopp, and Daniel Hopp ( collectively, the “Reporting Persons”). dievini, DH-LT-Investments, Dietmar Hopp, MH-LT-Investments GmbH (“MH-LT-Investments”), Bohlini invest GmbH (“Bohlini invest”), and 4H invest GmbH (“4H invest”) are parties to the agreements with KfW described in Item 6 of this Schedule 13D relating to the voting and disposition of the common shares of the Issuer. Moreover, dievini, DH-LT-Investments, Zweite DH, MH-LT-Investments, Bohlini invest, and 4H invest are parties to a shareholders’ agreement relating to the voting and disposition of the common shares of the Issuer described in Item 6 of this Schedule 13D. The Reporting Persons other than dievini, DH-LT-Investments, and Dietmar Hopp expressly disclaim status as a “group” for purposes of this Schedule 13D.

 

(b) - (c) dievini is a German private limited partnership that manages investments with a principal office at Johann-Jakob-Astor Straße 57, 69190 Walldorf, Germany.

 

DH-LT-Investments is a German limited liability company that manages investments with a principal office at Opelstraße 28, 68789 St. Leon-Rot, Germany.

 

DH Capital, OH Beteiligungen, DHFS II, and Zweite DH are German private limited partnerships with a principal office at Heidelberger Straße 43, 69168 Wiesloch, Germany.

 

Dietmar Hopp, Dr. von Bohlen, Dr. Hettich and Dr. Hothum are German citizens that manage investments with a business address c/o dievini Hopp BioTech holding GmbH & Co. KG, Johann-Jakob-Astor Straße 57, 69190 Walldorf, Germany.

 

Oliver Hopp is a German citizen that manages investments with a business address at Johann-Jakob-Astor-Straße 59, 69190 Walldorf, Germany.

 

Daniel Hopp is a German citizen that manages investments with a business address at Johann-Jakob-Astor-Straße 57, 69190 Walldorf, Germany.

 

(d) None of the Reporting Persons have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

(e) None of the Reporting Persons have, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

Item 3. Source and Amount of Funds or Other Consideration.

 

The 70,846,532 Shares held directly by dievini were acquired from the Issuer prior to the IPO in several financing rounds using funds dievini holds for investments. No borrowed funds were used.

 

Of the 10,102,286 Shares held directly by DH-LT-Investments:

 

·7,368,500 were purchased in a private placement transaction by the Issuer concurrent with the closing of the IPO on August 18, 2018 at a purchase price of $16 per Share using funds it held for investments;
·1,896,882 Shares were acquired from 4H invest GmbH in the repayment of loans made by DH-LT Investments and for cash from funds it held for investments, at a value of €16.07 per share; and
·836,904 Shares were acquired from Bohlini invest GmbH in the repayment of loans made by DH-LT Investments and for cash from funds it held for investments, at a value of €16.07 per share.

 

The 158,700 Shares held directly by Mr. Dietmar Hopp were acquired from DH-LT-Investments in a private transaction.

 

Of the 3,004,672 shares held of record by Zweite DH Verwaltungs GmbH, 1,884,278 Shares were acquired from Bohlini invest GmbH in the repayment of outstanding loans and cash held for investment purposes at a value of €16.07 per share, 20,394 Shares were acquired from 4H invest GmbH in the repayment of an outstanding under loans and cash held for investment purposes at a value of €16.07 per share, and 1,100,000 Shares were acquired from MH-LT-Investments GmbH against cash held for investment purposes at a value of €16.07 per share.

 

 11 

 

  

Item 5. Interest in Securities of the Issuer

 

(a) and (b) The information required by Items 5(a) and (b) is set forth in Rows 7 - 13 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each Reporting Person.  

 

(c) 2,983,477 Shares were transferred by dievini to Bohlini invest GmbH a former limited partner of dievini, in a private transaction on March 17, 2022 to implement a plan to transfer the ownership of dievini entirely into the hands of the family of Dietmar Hopp and a family foundation. No consideration was paid by Bohlini invest for the Shares.

 

2,963,511 Shares were transferred by dievini to 4H invest, a former limited partner of dievini, in a private transaction on March 17, 2022 to implement a plan to transfer the ownership of dievini entirely into the hands of the family of Dietmar Hopp and a family foundation. No consideration was paid by 4H invest for the Shares.

 

1,896,882 Shares were acquired by DH-LT-Investments from 4H invest GmbH on May 4, 2022 in repayment of loans made by DH-LT Investments, at a value of €16.07 per share.

 

836,904 Shares were acquired from by DH-LT- Investments from Bohlini invest GmbH on May 4, 2022 in repayment of loans made by DH-LT Investments, at a value of €16.07 per share.

 

Zweite DH acquired 1,884,278 Shares from Bohlini invest GmbH on May 4, 2022 in the repayment of an outstanding under loans and cash at a value of €16.07 per share, acquired 20,394 Shares from 4H invest GmbH on May 4, 2022 in the repayment of an outstanding under loans and cash at a value of €16.07 per share and acquired 1,100,000 Shares from MH-LT-Investments GmbH against cash held for investment purposes at a value of €16.07 per share.

 

 Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

 

Zweite DH has acceded to the Shareholders’ Agreement between Kreditanstalt für Wiederaufbau, dievini, DH-LT-Investments and Dietmar Hopp in its current form with last amendment as of January 13. 2022.

 

 12 

 

  

Item 7. Materials to be Filed as Exhibits.

 

Exhibit No.   Description
     
1.   Power of Attorney.
     
2.   Joint Filing Agreement.
     
3.   Shareholders’ Agreement dated as of June 16, 2020 by and among KfW, Dievini Hopp BioTech holding GmbH & Co KG and Dietmar Hopp. (Incorporated herein by reference from Exhibit 3.6 of CureVac N.V.’s prospectus on Form F-1 of CureVac N.V. (No. 333-240076) filed with the SEC on August 10, 2020).
     
4.   Investment and Shareholders’ Agreement dated as of July 17, 2020, by and among CureVac AG and several shareholders. (Incorporated herein by reference from Exhibit 3.5 of CureVac N.V.’s prospectus on Form F-1 of CureVac N.V. (No. 333-240076) filed with the SEC on August 10, 2020).
     
5.   Relationship Agreement dated as of July 17, 2020, by and among KfW, Dievini Hopp BioTech holding GmbH & Co KG and Dietmar Hopp, dated July 17, 2020. (Incorporated herein by reference from Exhibit 3.7 of CureVac N.V.’s prospectus on Form F-1 of CureVac N.V. (No. 333-240076) filed with the SEC on August 10, 2020).
     
6.   Form of Registration Rights Agreement dated as of August 14, 2020, by and among KfW, dievini and DH-LT-Investments GmbH. (Incorporated herein by reference from Exhibit 4.1 of CureVac N.V.’s prospectus on Form F-1 of CureVac N.V. (No. 333-240076) filed with the SEC on August 10, 2020).
     
7.   Second Supplement to Shareholders’ Agreement dated as of January 13, 2022 by and among KfW,  dievini Hopp BioTech holding GmbH & Co KG, Dietmar Hopp, and DH-LT Investments GmbH. (Incorporated herein by reference from Exhibit 7 of Amendment No. 2 to Schedule 13d filed by the Reporting Persons with the SEC on January 13, 2022)
     
8.   Pooling Agreement (Incorporated herein by reference from Exhibit 8 of Amendment No. 3 to Schedule 13d filed by the Reporting Persons with the SEC on February 22, 2022)
     
9.   Accession Agreement (MH-LT Investments) (Incorporated herein by reference from Exhibit 9 of Amendment No. 3 to Schedule 13d filed by the Reporting Persons with the SEC on February 22, 2022)
     
10.   Accession Agreements (Zweite DH)

 

 13 

 

 

Signature

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: May 5, 2022

 

  DIEVINI HOPP BIOTECH HOLDING GMBH & CO. KG
     
  By:   dievini Verwaltungs GmbH
    its General Partner
     
  By: /s/ Dr. Marc Hauser
  Name: Dr. Marc Hauser
  Title: Attorney-in-fact
     
  DH-CAPITAL GMBH & CO. KG
     
  By:   DH Verwaltungs GmbH
    its General Partner
     
  By: /s/ Dr. Marc Hauser
  Name: Dr. Marc Hauser
  Title: Attorney-in-fact
     
  OH BETEILIGUNGEN GMBH & CO. KG
     
  By:   OH Verwaltungs GmbH
    its General Partner
     
  By: /s/ Dr. Marc Hauser
  Name: Dr. Marc Hauser
  Title: Attorney-in-fact
     
  DH-LT-INVESTMENTS GMBH
     
  By: /s/ Dr. Marc Hauser
  Name: Dr. Marc Hauser
  Title: Attorney-in-fact

 

  /s/ Dr. Marc Hauser as attorney-in-fact
  DIETMAR HOPP
   
  /s/ Dr. Marc Hauser as attorney-in-fact
  OLIVER HOPP
   

  

 14 

 

 

 

   /s/ Dr. Marc Hauser as attorney-in-fact
  DANIEL HOPP
  DFHS II GmbH & Co. KG
   
  By: DHFS II GmbH
    its General Partner
     
  By: /s/ Dr. Marc Hauser
  Name: Dr. Marc Hauser
  Title: Attorney-in-fact

  

  DH-LT-INVESTMENTS GMBH
     
  By: /s/ Dr. Marc Hauser
  Name: Dr. Marc Hauser
  Title: Attorney-in-fact

  

  Zweite DH Verwaltungs GmbH
     
  By: /s/ Dr. Marc Hauser
  Name: Dr. Marc Hauser
  Title: Attorney-in-Fact

 

 15 

 

Exhibit 1

 

POWER OF ATTORNEY

 

KNOW ALL BY THESE PRESENTS that each of the undersigned hereby constitutes and appoints Dr. Marc Hauser, Dr. Christina Eschenfelder and Dr. Moritz Weber of RITTERSHAUS Rechtsanwälte Partnerschaftsgesellschaft mbB, Harrlachweg 4, 68163 Mannheim, signing individually, the undersigned’s true and lawful attorneys-in-fact and agents with respect to the undersigned’s holdings of and transactions in securities issued by AC Immune, CureVac N.V., and immatics M.V. (each, a “Company”) to:

 

  (1) prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the Securities and Exchange Commission (the “SEC”) filings pursuant to Section 13 (Schedule 13D and Schedule 13G), as applicable (including any amendments, exhibits, joint filing agreements or other documents related thereto or in connection therewith) with respect to the securities of the Company in accordance with Section 13 of Securities Exchange Act of 1934, as amended (the “Exchange Act”) and any and all rules and regulations thereunder;

 

  (2) do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to prepare and execute any such Schedule 13D and Schedule 13G, as applicable (including any amendments, exhibits, joint filing agreements or other documents related thereto or in connection therewith) and file the same with the SEC and any stock exchange, self-regulatory association or any other authority; and

 

  (3) take any other action of any type whatsoever in connection with the foregoing that, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required of the undersigned, it being understood that the documents executed by the attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as the attorney-in-fact may approve in the attorney-in-fact’s discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney in fact, or such attorney in fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, and their substitutes, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned’s responsibilities to comply with Section 13 of the Exchange Act and the rules and regulations thereunder.

 

This Power of Attorney shall remain in full force and effect until the earlier of (i) the undersigned is no longer required to file such forms with respect to the undersigned’s holdings of and transactions in securities issued by the Company or (ii) or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to perform the function in connection with which he/she was appointed attorney-in-fact or to be an employee of RITTERSHAUS Rechtsanwälte Partnerschaftsgesellschaft mbB or one of its affiliates, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in fact.

 

[Signatures on Following Page]

 

 

 

 

IN WITNESS WHEREOF, each of the undersigned has caused this Power of Attorney to be executed as of this 5th day of May, 2022.

 

DIEVINI HOPP BIOTECH HOLDING GMBH & CO. KG  
       
By:  dievini Verwaltungs GmbH  
  its General Partner  
       
By: /s/ Dr. Marc Hauser*  
  Name:  Dietmar Hopp  
  Title:   Managing Director  
       
By: Dr. Marc Hauser*  
  Name: Mathias Hothum  
  Title: Managing Director  
       
DH-CAPITAL GMBH & CO. KG  
       
By: BW Verwaltungs GmbH  
  its General Partner  
       
By: /s/ Dr. Marc Hauser*  
  Name: Dietmar Hopp  
  Title: Managing Director  
       
OH BETEILIGUNGEN GMBH & CO. KG  
       
By: OH Verwaltungs GmbH  
  its General Partner  
       
By: Dr. Marc Hauser*  
  Name: Oliver Hopp  
  Title: Managing Director  
       
DH-LT-INVESTMENTS GMBH  
       
By: /s/ Dr. Marc Hauser*  
  Name: Dr. Marc Hauser  
  Title: Authorized Attorney-in-Fact  
       
/s/ Dr. Marc Hauser*  
DIETMAR HOPP  
       
/s/ Dr. Marc Hauser*  
OLIVER HOPP  

 

2

 

 

/s/ Dr. Marc Hauser*  
DANIEL HOPP  
       
/s/ Dr. Marc Hauser*  
CHRISTOF HETTICH  
       
/s/ Dr. Marc Hauser*  
FRIEDRICH VON BOHLEN UND HALBACH  
       
/s/ Dr. Marc Hauser*  
MATHIAS HOTHUM  
       
MH-LT INVESTMENTS GMBH  
       
By: /s/ Dr. Marc Hauser*  
  Name: Dr. Marc Hauser  
  Title: Authorized Attorney-in-Fact  
       
BOHLINI INVEST GMBH  
       
By: /s/ Dr. Marc Hauser*  
  Name: Dr. Marc Hauser  
  Title: Authorized Attorney-in-Fact  
       
4H INVEST GMBH  
       
By: /s/ Dr. Marc Hauser*  
  Name:  Dr. Marc Hauser  
  Title: Authorized Attorney-in-Fact  
       
DHFS GMBH & CO. KG  
       
By: DHFS II, its General Partner  
       
By: /s/ D. Marc Hauser  
  Name:  Dr. Marc Hauser  
  Title: Attorney-in-Fact  

  

Zweite DH Verwaltungs GmbH
   
By: /s/ D. Marc Hauser  
  Name: Dr. Marc Hauser
  Title: Attorney-in-Fact

 

*Pursuant to separate power of attorney to be filed by amendment

 

 

3

 

Exhibit 2

 

JOINT FILING STATEMENT

 

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common shares of CureVac N.V. and further agree that this Joint Filing Agreement be included as an exhibit to such joint filing.

 

The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein or therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

 

Each party to this Joint Filing Agreement agrees that this Joint Filing Agreement may be signed in counterparts, all of which taken together shall constitute one and the same instrument.

 

IN WITNESS WHEREOF, each of the undersigned has caused this Joint Filing Agreement to be executed as of this 5th day of May, 2022.

 

  DIEVINI HOPP BIOTECH HOLDING GMBH & CO. KG
     
  By:   dievini Verwaltungs GmbH
    its General Partner
     
  By: /s/ Dr. Marc Hauser
  Name: Dr. Marc Hauser
  Title: Attorney-in-fact
     
  DH-CAPITAL GMBH & CO. KG
     
  By:   DH Verwaltungs GmbH
    its General Partner
     
  By: /s/ Dr. Marc Hauser
  Name: Dr. Marc Hauser
  Title: Attorney-in-fact
     
  OH BETEILIGUNGEN GMBH & CO. KG
     
  By:   OH Verwaltungs GmbH
    its General Partner
     
  By: /s/ Dr. Marc Hauser
  Name: Dr. Marc Hauser
  Title: Attorney-in-fact
     
  DH-LT-INVESTMENTS GMBH
     
  By: /s/ Dr. Marc Hauser
  Name: Dr. Marc Hauser
  Title: Attorney-in-fact

 

 

 

 

  /s/ Dr. Marc Hauser as attorney-in-fact
  DIETMAR HOPP
   
  /s/ Dr. Marc Hauser as attorney-in-fact
  OLIVER HOPP
   
  /s/ Dr. Marc Hauser as attorney-in-fact
  DANIEL HOPP
  DFHS II GmbH & Co. KG
   
  By: DHFS II GmbH
    its General Partner
     
  By: /s/ Dr. Marc Hauser
  Name: Dr. Marc Hauser
  Title: Attorney-in-fact
     
  DH-LT-INVESTMENTS GMBH
     
  By: /s/ Dr. Marc Hauser
  Name: Dr. Marc Hauser
  Title: Attorney-in-fact
     
  Zweite DH Verwaltungs GmbH
   
  By: /s/  Dr. Marc Hauser
  Name: Dr. Marc Hauser
  Title: Attorney-in-Fact

 

 

 

Exhibit 10

 

Accession Agreement to the Shareholders’ Agreement
relating to CureVac N.V.

 

This Accession Agreement (the “Agreement”) is entered into between

 

(1)KfW, Palmengartenstr. 5-9, D-60325 Frankfurt am Main (the “Existing Party 1”) ;

 

(2)dievini Hopp BioTech holding GmbH & Co. KG, represented by its general partner dievini Verwaltungs GmbH, Johann-Jakob-Astor-Str. 57, D-69190 Walldorf (“dievini” or the “Existing Party 2”);

 

(3)Mr. Dietmar Hopp, Johann-Jakob-Astor-Str. 57, D-69190 Walldorf (the “Existing Party 3”);

 

(4)DH-LT Investments GmbH, Opelstraße 28, D-68789 St. Leon-Rot (the “Existing Party 4”);

 

(5)MH-LT Investments GmbH, Bürgermeister-Willinger-Straße 3, D-69190 Walldorf (the “Existing Party 5”);

 

(6)Zweite DH Verwaltungs GmbH, Opelstraße 28, D-68789 St. Leon-Rot (the “Existing Party 6”);

 

(7)4H invest GmbH, Bürgermeister-Willinger-Straße 3, D-69190 Walldorf (the “Existing Party 7”);

 

and

 

(8)Bohlini invest GmbH, Bürgermeister-Willinger-Strasse 3, D-69190 Walldorf (the “Existing Party 8”; the parties named in (1) to (8) together the “Existing Parties”)

 

Preamble

 

(A)The Existing Parties are parties to a shareholders’ agreement relating to their portfolios of shares in CureVac N.V. (the “Company”) dated June 16, 2020, as amended from time to time and most recently on January 13, 2022 (the “Shareholders’ Agreement”), which governs, in particular, the exercise of voting rights and restrictions on the disposal of shares in the Company.

 

(B)DH-LT Investments GmbH is interested in acquiring 1,896,882 Unrestricted dievini Shares in the Company (the “Shares”) from 4H invest GmbH (the “Seller”) on May 4, 2022 (the “Acquisition Date”). Upon completion of the disposal, dievini and the dievini Shareholders will be left with a total of 49,897,938 Restricted Shares and 28,464,086 Unrestricted dievini Shares, of which dievini itself holds 20,948.594 Unrestricted dievini Shares, DH-LT Investments GmbH will initially hold 1,896,882 Unrestricted dievini Shares, MH-LT Investments GmbH will initially hold 495,504 Unrestricted dievini Shares and Zweite DH Verwaltungs GmbH will initially hold 1,100,000 Unrestricted dievini Shares.

 

4H invest GmbH will hold in the future 1,019,235 Unrestricted dievini Shares, as at the same time Zweite DH Verwaltungs GmbH will join with separate accession agreement in respect of 20,394 Unrestricted dievini Shares transferred to it by 4H invest GmbH. Bohlini invest GmbH will hold in the future 262,295 Unrestricted dievini Shares, as at the same date, (i) DH-LT Investments GmbH in respect of 836,904 Unrestricted dievini Shares and (ii) Zweite DH Verwaltungs GmbH in respect of 1,884,278 Unrestricted dievini Shares, in each case, transferred to it by Bohlini invest GmbH, each will join with separate accession agreement. As a result, DH-LT Investments GmbH will in the future hold a total of 2,733,786 Unrestricted dievini Shares and Zweite DH Verwaltungs GmbH will in the future hold a total of 3,004,672 Unrestricted dievini Shares.

 

 

 

(C)Prior to the acquisition of the shares, DH-LT Investments GmbH must join the Shareholders’ Agreement as a party in this respect in accordance with Section 13.2 of the Shareholders’ Agreement.

 

Having said this, the Parties agree as follows:

 

1DEFINITIONS AND INTERPRETATION

 

1.1Definitions

 

Unless otherwise defined herein and the context otherwise requires, the terms defined in the Shareholders Agreement shall have the same meaning in this Agreement.

 

1.2Headings

 

Headings shall not be used in the interpretation of this Agreement.

 

2CONFIRMATION OF THE STATUS OF DIEVINI SHAREHOLDER

 

The Seller and Existing Party 4 hereby expressly confirm that Existing Party 4 is a dievini shareholder within the meaning of the Shareholders’ Agreement, namely a corporation solely controlled by Mr. Dietmar Hopp pursuant to Section 5.3.4 in connection with Section 5.3.3 of the Shareholders’ Agreement. Section 5.3.3 of the Shareholders’ Agreement. The following documents are attached to this declaration of accession as evidence of the capacity as dievini shareholder pursuant to clause 5.3 of the shareholders’ agreement:

 

(i)In the case of an accession pursuant to Section 5.3.1 or 5.3.4 of the Shareholders’ Agreement, (i) an extract from the register or other documents reflecting the (corporate) legal status of the Existing Party 4 and (ii) lists of shareholders or registers of shareholders or members or other equivalent registers in relevant jurisdictions and, if relevant, other documents or register documents from which the status of an affiliated company, the ultimate beneficiaries or the relevant degree of control by the persons entitled thereto pursuant to the Shareholders’ Agreement can be determined without doubt.

 

(ii)In case of an accession pursuant to clause 5.3.2 or 5.3.3 of the Shareholders’ Agreement, a copy of the ID card or passport of the Existing Party 4 and, if the status of the Existing Party 4 as a dievini shareholder cannot be clearly determined from the copy of the ID card or passport, further documents from which the status as a relative within the meaning of Section 15 of the German Fiscal Code (AO) can be established without doubt.

 

3OBLIGATIONS AND RIGHTS OF THE EXISTING PARTY 4

 

3.1Accession to the shareholders’ agreement

 

The Existing Party 4 shall join the Shareholders’ Agreement as a party to the full extent as of the Acquisition Date with respect to the Shares and shall submit to the Shareholders’ Agreement in each case with regard to the special obligations with respect to the Shares sold to him/her as the Seller. Rights and obligations which affect the Seller under the Shareholders’ Agreement in this respect shall affect the Existing Party 4 to the same extent.

 

Page 2 from 21

 

 

3.2Assumption of obligations

 

The Seller has designated the Shares as Unrestricted dievini Shares pursuant to Section 6.2.3 of the Shareholders Agreement. Existing Party 4 undertakes to comply with all restrictions and obligations of the Seller provided for in the Shareholders’ Agreement with respect to such Unrestricted dievini Shares as if the transfer had not taken place and the Seller still held such Shares.

 

Existing Party 4 shall perform these obligations in full and without undue delay as if it had been a party to the Shareholders’ Agreement on the side of the Seller and like the Seller from the beginning. To the extent that obligations can only be fully performed jointly with the Seller, Existing Party 4 shall be jointly and severally liable with the Seller for the performance and success in deviation from clause 13.5 of the Shareholders’ Agreement.

 

3.3Transfer restrictions

 

The Existing Party 4 shall sell such Shares to other dievini Shareholders only on condition that the acquiring dievini Shareholder(s), prior to and with effect from the acquisition, has/have submitted to the Shareholders’ Agreement in an agreement corresponding to this Agreement, in each case with regard to the special obligations concerning the Shares sold to him/her.

 

3.4Rights of the Existing Party 4

 

The Existing Parties agree that, as of the Acquisition Date, Existing Party 4 shall enjoy all rights under or in connection with the Shareholders Agreement that the Seller had with respect to such Shares under the Shareholders Agreement as if Existing Party 4 had been a party to the Shareholders Agreement from the beginning.

 

4AUTHORIZATION

 

Existing Party 4 authorizes dievini Verwaltungs GmbH with registered office in Walldorf, registered with the Commercial Register of the Local Court of Mannheim under HRB 701940, by way of an arm’s length power of attorney in favor of Investor Bund to make and receive all declarations on behalf of Existing Party 4 and to take all measures to be made, received and taken under the Shareholders’ Agreement.

 

5COMMUNICATION

 

All declarations and other notifications arising from or in connection with this agreement must be made in writing. This requirement shall generally be fulfilled by written documents sent by mail or courier, fax or e-mail (text form, § 126b BGB), unless otherwise provided for in this Agreement in individual cases. Declarations and other notifications shall be sent for Existing Party 4 by the Parties to dievini Verwaltungs GmbH under the contact data specified in the Shareholders’ Agreement, which shall act as receiving agent until revoked.

 

6ASSIGNMENT AND TRANSFER

 

Except as expressly permitted in the Shareholders’ Agreement, the assignment and transfer of rights, beneficial entitlement or obligations - in each case in whole or in part - shall be possible and permissible in each case only with the prior written consent of all Parties to this Agreement.

 

7THIRD PARTY

 

This Agreement does not create any rights of third parties or rights in favor of or with protective effect in favor of third parties.

 

8FINAL PROVISIONS

 

The provisions of Section 13 of the Shareholders’ Agreement shall apply mutatis mutandis to this Agreement unless otherwise agreed in this Agreement.

 

[Signature pages follow]

 

Page 4 from 21

 

 

KfW

 



  
................................................... ...................................................
Name: Name:
Title: Title:
Place, date: Place, date:

 

dievini Verwaltungs GmbH (in the name and for the account of dievini Hopp BioTech holding GmbH & Co. KG, Mr. Dietmar Hopp, MH-LT Investments GmbH, DH-LT Investments GmbH (for the remainder), Zweite DH Verwaltungs GmbH, 4H invest GmbH and Bohlini invest GmbH on the basis of a legal power of attorney pursuant to Section 11.3 in conjunction with Section 11.1 of the Shareholders’ Agreement)

 



DIETMAR HOPP

  
...................................................  
Name: Dietmar Hopp  
   
Title: Managing Director with sole power of representation and released from the restrictions of Section 181 of the German Civil Code (BGB)  
   
Place, date:  

 

DH-LT Investments GmbH


DIETMAR HOPP

...................................................
Name: Dietmar Hopp
 
Title: Managing Director with sole power of representation and released from the restrictions of Section 181 of the German Civil Code (BGB)
 
Date:
 

Page 5 from 21

 

 

Attachment

 

Evidence according to point 2 -
Confirmation of the status of dievini shareholder

 

Page 6 from 21

 

 

Accession Agreement to the Shareholders’ Agreement
relating to CureVac N.V.

 

This Accession Agreement (the “Agreement”) is entered into between

 

(9)KfW, Palmengartenstr. 5-9, D-60325 Frankfurt am Main (the “Existing Party 1”) ;

 

(10)dievini Hopp BioTech holding GmbH & Co. KG, represented by its general partner dievini Verwaltungs GmbH, Johann-Jakob-Astor-Str. 57, D-69190 Walldorf (“dievini” or the “Existing Party 2”);

 

(11)Mr. Dietmar Hopp, Johann-Jakob-Astor-Str. 57, D-69190 Walldorf (the “Existing Party 3”);

 

(12)DH-LT Investments GmbH, Opelstraße 28, D-68789 St. Leon-Rot (the “Existing Party 4”);

 

(13)MH-LT Investments GmbH, Bürgermeister-Willinger-Straße 3, D-69190 Walldorf (the “Existing Party 5”);

 

(14)Zweite DH Verwaltungs GmbH, Opelstraße 28, D-68789 St. Leon-Rot (the “Existing Party 6”);

 

(15)4H invest GmbH, Bürgermeister-Willinger-Straße 3, D-69190 Walldorf (the “Existing Party 7”);

 

and

 

(16)Bohlini invest GmbH, Bürgermeister-Willinger-Strasse 3, D-69190 Walldorf (the “Existing Party 8”; the parties named in (1) to (8) together the “Existing Parties”)

 

Preamble

 

(D)The Existing Parties are parties to a shareholders’ agreement relating to their portfolios of shares in CureVac N.V. (the “Company”) dated June 16, 2020, as amended from time to time and most recently on January 13, 2022 (the “Shareholders’ Agreement”), which governs, in particular, the exercise of voting rights and restrictions on the disposal of shares in the Company.

 

(E)Zweite DH Verwaltungs GmbH is interested in acquiring an additional 20,394 Unrestricted dievini Shares in the Company (the “Shares”) from 4H invest GmbH (the “Seller”) on May 4, 2022 (the “Acquisition Date”). Upon completion of the disposal, dievini and the dievini Shareholders will be left with a total of 49,897,938 Restricted Shares and 28,464,086 Unrestricted dievini Shares, of which dievini itself will hold 20,948,594 Unrestricted dievini Shares, MH-LT Investments GmbH will hold 495,504 Unrestricted dievini Shares and Zweite DH Verwaltungs GmbH will initially hold 1,120,394 Unrestricted dievini Shares.

 

4H invest GmbH will hold in the future 1,019,235 Unrestricted dievini Shares, as at the same time DH-LT Investments GmbH will join with separate accession agreement in respect of 1,896,882 Unrestricted dievini Shares transferred to it by 4H invest GmbH. Bohlini invest GmbH will hold 262,295 Unrestricted dievini Shares in the future, as at the same time, with separate accession agreement in each case, (i) DH-LT Investments GmbH will join in respect of 836,904 Unrestricted dievini Shares and (ii) Zweite DH Verwaltungs GmbH will join in respect of 1,884,278 Unrestricted dievini Shares, transferred to each of it by Bohlini invest GmbH. As a result, DH-LT Investments GmbH will in the future hold a total of 2,733,786 Unrestricted dievini Shares and Zweite DH Verwaltungs GmbH will in the future hold a total of 3,004,672 Unrestricted dievini Shares.

 

Page 7 from 21

 

 

(F)Prior to the acquisition of the shares, Zweite DH Verwaltungs GmbH must join the Shareholders’ Agreement as a party in this respect in accordance with section 13.2 of the Shareholders’ Agreement.

 

Having said this, the Parties agree as follows:

 

9DEFINITIONS AND INTERPRETATION

 

9.1Definitions

 

Unless otherwise defined herein and the context otherwise requires, the terms defined in the Shareholders Agreement shall have the same meaning in this Agreement.

 

9.2Headings

 

Headings shall not be used in the interpretation of this Agreement.

 

10CONFIRMATION OF THE STATUS OF DIEVINI SHAREHOLDER

 

The Seller and Existing Party 6 hereby expressly confirm that Existing Party 6 is a dievini shareholder within the meaning of the Shareholders’ Agreement, namely a corporation solely controlled by Mr. Dietmar Hopp pursuant to Section 5.3.4 in connection with Section 5.3.3 of the Shareholders’ Agreement. Section 5.3.3 of the Shareholders’ Agreement. The following documents are attached to this declaration of accession as evidence of the capacity as dievini shareholder pursuant to clause 5.3 of the shareholders’ agreement:

 

(iii)In the case of an Accession pursuant to Section 5.3.1 or 5.3.4 of the Shareholders’ Agreement, (i) an extract from the register or other documents reflecting the (corporate) legal status of the Existing Party 6 and (ii) lists of shareholders or registers of shareholders or members or other equivalent registers in relevant jurisdictions and, if relevant, further documents or register documents from which the status as an affiliated company, the ultimate beneficiaries or the relevant degree of control by the respective persons entitled thereto under the Shareholders’ Agreement can be determined without doubt.

 

(iv)In case of an accession pursuant to clause 5.3.2 or 5.3.3 of the Shareholders’ Agreement, a copy of the ID card or passport of the Existing Party 6 and, if the status of the Existing Party 6 as a dievini shareholder cannot be clearly determined from the copy of the ID card or passport, further documents from which the status as a relative within the meaning of Section 15 of the German Fiscal Code (AO) can be established without doubt.

 

11OBLIGATIONS AND RIGHTS OF THE EXISTING PARTY 6

 

11.1Accession to the shareholders’ agreement

 

The Existing Party 6 shall join the Shareholders’ Agreement as a party to the full extent as of the Acquisition Date with respect to the Shares and shall submit to the Shareholders’ Agreement in each case with regard to the special obligations with respect to the Shares sold to him/her as the Seller. Rights and obligations which affect the Seller under the Shareholders’ Agreement in this respect shall affect the Existing Party 6 to the same extent.

 

Page 8 from 21

 

 

11.2Assumption of obligations

 

The Seller has designated the Shares as Unrestricted dievini Shares pursuant to Section 6.2.3 of the Shareholders Agreement. Existing Party 6 undertakes to comply with all restrictions and obligations of the Seller provided for in the Shareholders’ Agreement with respect to such Unrestricted dievini Shares as if the transfer had not taken place and the Seller still held such Shares.

 

Existing Party 6 shall perform these obligations in full and without undue delay as if it had been a party to the Shareholders’ Agreement on the side of the Seller and like the Seller from the beginning. To the extent that obligations can only be fully performed jointly with the Seller, Existing Party 6 shall be jointly and severally liable with the Seller for the performance and success in deviation from clause 13.5 of the Shareholders’ Agreement.

 

11.3Transfer restrictions

 

The Existing Party 6 shall sell such Shares to other dievini Shareholders only on condition that the acquiring dievini Shareholder(s), prior to and with effect from the acquisition, has/have submitted to the Shareholders’ Agreement in an agreement corresponding to this Agreement, in each case with regard to the special obligations concerning the Shares sold to him/her.

 

11.4Rights of the Existing Party 6

 

The Existing Parties agree that from the Acquisition Date, Existing Party 6 shall enjoy all rights under or in connection with the Shareholders Agreement that the Seller had with respect to such Shares under the Shareholders Agreement as if Existing Party 6 had been a party to the Shareholders Agreement from the beginning.

 

12AUTHORIZATION

 

Existing Party 6 authorizes dievini Verwaltungs GmbH with registered office in Walldorf, registered with the Commercial Register of the Local Court of Mannheim under HRB 701940, by way of an arm’s length power of attorney in favor of Investor Bund to make and receive all declarations on behalf of Existing Party 6 and to take all measures to be made, received and taken under the Shareholders’ Agreement.

 

13COMMUNICATION

 

All declarations and other notifications arising from or in connection with this agreement must be made in writing. This requirement shall generally be fulfilled by written documents sent by mail or courier, fax or e-mail (text form, § 126b BGB), unless otherwise provided for in this Agreement in individual cases. Declarations and other notifications are to be sent for the Existing Party 6 by the Parties to dievini Verwaltungs GmbH under the contact data specified in the Shareholders’ Agreement, which shall act as receiving agent until revoked.

 

14ASSIGNMENT AND TRANSFER

 

Except as expressly permitted in the Shareholders’ Agreement, the assignment and transfer of rights, beneficial entitlement or obligations - in each case in whole or in part - shall be possible and permissible in each case only with the prior written consent of all Parties to this Agreement.

 

15THIRD PARTY

 

This Agreement does not create any rights of third parties or rights in favor of or with protective effect in favor of third parties.

 

16FINAL PROVISIONS

 

The provisions of Section 13 of the Shareholders’ Agreement shall apply mutatis mutandis to this Agreement unless otherwise agreed in this Agreement.

 

[Signature pages follow]

 

Page 9 from 21

 

 

KfW



  
................................................... ...................................................
Name: Name:
Title: Title:
Place, date: Place, date:

 

dievini Verwaltungs GmbH (in the name and for the account of dievini Hopp BioTech holding GmbH & Co. KG, Mr. Dietmar Hopp, MH-LT Investments GmbH, DH-LT Investments GmbH, Zweite DH Verwaltungs GmbH (for the remainder), 4H invest GmbH and Bohlini invest GmbH on the basis of a legal power of attorney pursuant to Section 11.3 in conjunction with Section 11.1 of the Shareholders’ Agreement)

 

DIETMAR HOPP

  
...................................................  
Name: Dietmar Hopp  
Title: Managing Director with sole power of representation and released from the restrictions of Section 181 of the German Civil Code (BGB)  
Place, date:  

 

Zweite DH Verwaltungs GmbH


DIETMAR HOPP

...................................................
Name: Dietmar Hopp
Title: Managing Director with sole power of representation and released from the restrictions of Section 181 of the German Civil Code (BGB)
Date:

 

Page 10 from 21

 

Attachment

 

Evidence according to point 2 -
Confirmation of the status of dievini shareholder

 

Page 11 from 21

 

 

Accession Agreement to the Shareholders’ Agreement
relating to CureVac N.V.

 

This Accession Agreement (the “Agreement”) is entered into between

 

(17)KfW, Palmengartenstr. 5-9, D-60325 Frankfurt am Main (the “Existing Party 1”) ;

 

(18)dievini Hopp BioTech holding GmbH & Co. KG, represented by its general partner dievini Verwaltungs GmbH, Johann-Jakob-Astor-Str. 57, D-69190 Walldorf (“dievini” or the “Existing Party 2”);

 

(19)Mr. Dietmar Hopp, Johann-Jakob-Astor-Str. 57, D-69190 Walldorf (the “Existing Party 3”);

 

(20)DH-LT Investments GmbH, Opelstraße 28, D-68789 St. Leon-Rot (the “Existing Party 4”);

 

(21)MH-LT Investments GmbH, Bürgermeister-Willinger-Straße 3, D-69190 Walldorf (the “Existing Party 5”);

 

(22)Zweite DH Verwaltungs GmbH, Opelstraße 28, D-68789 St. Leon-Rot (the “Existing Party 6”);

 

(23)4H invest GmbH, Bürgermeister-Willinger-Straße 3, D-69190 Walldorf (the “Existing Party 7”);

 

and

 

(24)Bohlini invest GmbH, Bürgermeister-Willinger-Strasse 3, D-69190 Walldorf (the “Existing Party 8”; the parties named in (1) to (8) together the “Existing Parties”)

 

Preamble

 

(G)The Existing Parties are parties to a shareholders’ agreement relating to their portfolios of shares in CureVac N.V. (the “Company”) dated June 16, 2020, as amended from time to time and most recently on January 13, 2022 (the “Shareholders’ Agreement”), which governs, in particular, the exercise of voting rights and restrictions on the disposal of shares in the Company.

 

(H)DH-LT Investments GmbH is interested in acquiring 836,904 Unrestricted dievini Shares in the Company (the “Shares”) from Bohlini invest GmbH (the “Seller”) on May 4, 2022 (the “Acquisition Date”). Upon completion of the disposal, dievini and the dievini Shareholders will be left with a total of 49,897,938 Restricted Shares and 28,464,086 Unrestricted dievini Shares, of which dievini itself will hold 20,948,594 Unrestricted dievini Shares, DH-LT Investments GmbH will initially hold 836,904 Unrestricted dievini Shares, MH-LT Investments GmbH will initially hold 495,504 Unrestricted dievini Shares and Zweite DH Verwaltungs GmbH will initially hold 1,100,000 Unrestricted dievini Shares.

 

Bohlini invest GmbH will hold 262,295 Unrestricted dievini Shares in the future, as Zweite DH Verwaltungs GmbH will join at the same time with separate accession agreement with respect to 1,884,278 Unrestricted dievini Shares transferred to it by Bohlini invest GmbH. 4H invest GmbH will hold in the future 1,019,235 Unrestricted dievini Shares as (i) DH-LT Investments GmbH in respect of 1,896,882 Unrestricted dievini Shares and (ii) Zweite DH Verwaltungs GmbH in respect of 20,394 Unrestricted dievini Shares transferred to them in each case by 4H invest GmbH will join at the same time by separate accession agreements. As a result, DH-LT Investments GmbH will in the future hold a total of 2,733,786 Unrestricted dievini Shares and Zweite DH Verwaltungs GmbH will in the future hold a total of 3,004,672 Unrestricted dievini Shares.

 

Page 12 from 21

 

 

(I)Prior to the acquisition of the shares, DH-LT Investments GmbH must join the Shareholders’ Agreement as a party in this respect in accordance with Section 13.2 of the Shareholders’ Agreement.

 

Having said this, the Parties agree as follows:

 

17DEFINITIONS AND INTERPRETATION

 

17.1Definitions

 

Unless otherwise defined herein and the context otherwise requires, the terms defined in the Shareholders Agreement shall have the same meaning in this Agreement.

 

17.2Headings

 

Headings shall not be used in the interpretation of this Agreement.

 

18CONFIRMATION OF THE STATUS OF DIEVINI SHAREHOLDER

 

The Seller and Existing Party 4 hereby expressly confirm that Existing Party 4 is a dievini shareholder within the meaning of the Shareholders’ Agreement, namely a corporation solely controlled by Mr. Dietmar Hopp pursuant to Section 5.3.4 in connection with Section 5.3.3 of the Shareholders’ Agreement. Section 5.3.3 of the Shareholders’ Agreement. The following documents are attached to this declaration of accession as evidence of the capacity as dievini shareholder pursuant to clause 5.3 of the shareholders’ agreement:

 

(v)In the case of an accession pursuant to Section 5.3.1 or 5.3.4 of the Shareholders’ Agreement, (i) an extract from the register or other documents reflecting the (corporate) legal status of the Existing Party 4 and (ii) lists of shareholders or registers of shareholders or members or other equivalent registers in relevant jurisdictions and, if relevant, further documents or register documents from which the status of an affiliated company, the ultimate beneficiaries or the relevant degree of control by the respective persons entitled thereto under the Shareholders’ Agreement can be determined without doubt.

 

(vi)In case of an accession pursuant to clause 5.3.2 or 5.3.3 of the Shareholders’ Agreement, a copy of the ID card or passport of the Existing Party 4 and, if the status of the Existing Party 4 as a dievini shareholder cannot be clearly determined from the copy of the ID card or passport, further documents from which the status as a relative within the meaning of Section 15 of the German Fiscal Code (AO) can be established without doubt.

 

19OBLIGATIONS AND RIGHTS OF THE EXISTING PARTY 4

 

19.1Accession to the shareholders’ agreement

 

The Existing Party 4 shall join the Shareholders’ Agreement as a party to the full extent as of the Acquisition Date with respect to the Shares and shall submit to the Shareholders’ Agreement in each case with regard to the special obligations with respect to the Shares sold to him/her as the Seller. Rights and obligations which affect the Seller under the Shareholders’ Agreement in this respect shall affect the Existing Party 4 to the same extent.

 

Page 13 from 21

 

 

19.2Assumption of obligations

 

The Seller has designated the Shares as Unrestricted dievini Shares pursuant to Section 6.2.3 of the Shareholders Agreement. Existing Party 4 undertakes to comply with all restrictions and obligations of the Seller provided for in the Shareholders’ Agreement with respect to such Unrestricted dievini Shares as if the transfer had not taken place and the Seller still held such Shares.

 

Existing Party 4 shall perform these obligations in full and without undue delay as if it had been a party to the Shareholders’ Agreement on the side of the Seller and like the Seller from the beginning. To the extent that obligations can only be fully performed jointly with the Seller, Existing Party 4 shall be jointly and severally liable with the Seller for the performance and success in deviation from clause 13.5 of the Shareholders’ Agreement.

 

19.3Transfer restrictions

 

The Existing Party 4 shall sell such Shares to other dievini Shareholders only on condition that the acquiring dievini Shareholder(s), prior to and effective as of the acquisition, has/have submitted to the Shareholders’ Agreement in an agreement corresponding to this Agreement, in each case with a view to the special obligations concerning the Shares sold to him/her.

 

19.4Rights of the Existing Party 4

 

The Existing Parties agree that from the Acquisition Date, Existing Party 4 shall enjoy all rights under or in connection with the Shareholders Agreement that the Seller had with respect to such Shares under the Shareholders Agreement as if Existing Party 4 had been a party to the Shareholders Agreement from the beginning.

 

20AUTHORIZATION

 

Existing Party 4 authorizes dievini Verwaltungs GmbH with registered office in Walldorf, registered with the Commercial Register of the Local Court of Mannheim under HRB 701940, by way of an arm’s length power of attorney in favor of Investor Bund to make and receive all declarations on behalf of Existing Party 4 and to take all measures to be made, received and taken under the Shareholders’ Agreement.

 

21COMMUNICATION

 

All declarations and other notifications arising from or in connection with this agreement must be made in writing. This requirement shall generally be fulfilled by written documents sent by mail or courier, fax or e-mail (text form, § 126b BGB), unless otherwise provided for in this Agreement in individual cases. Declarations and other notifications are to be sent for Existing Party 4 by the Parties to dievini Verwaltungs GmbH under the contact data specified in the Shareholders’ Agreement, which shall act as receiving agent until revoked.

 

22ASSIGNMENT AND TRANSFER

 

Except as expressly permitted in the Shareholders’ Agreement, the assignment and transfer of rights, beneficial entitlement or obligations - in each case in whole or in part - shall be possible and permissible in each case only with the prior written consent of all Parties to this Agreement.

 

23THIRD PARTY

 

This Agreement does not create any rights of third parties or rights in favor of or with protective effect in favor of third parties.

 

24FINAL PROVISIONS

 

The provisions of Section 13 of the Shareholders’ Agreement shall apply mutatis mutandis to this Agreement unless otherwise agreed in this Agreement.

 

[Signature pages follow]

 

Page 14 from 21

 

 

KfW



  
................................................... ...................................................
Name: Name:
Title: Title:
Place, date: Place, date:

 

dievini Verwaltungs GmbH (in the name and for the account of dievini Hopp BioTech holding GmbH & Co. KG, Mr. Dietmar Hopp, MH-LT Investments GmbH, DH-LT Investments GmbH (for the remainder), Zweite DH Verwaltungs GmbH, 4H invest GmbH and Bohlini invest GmbH on the basis of a legal power of attorney pursuant to Section 11.3 in conjunction with Section 11.1 of the Shareholders’ Agreement)

 

DIETMAR HOPP

  
...................................................  
Name: Dietmar Hopp  
Title: Managing Director with sole power of representation and released from the restrictions of Section 181 of the German Civil Code (BGB)  
Place, date:  

 

DH-LT Investments GmbH

 

DIETMAR HOPP

...................................................
Name: Dietmar Hopp
Title: Managing Director with sole power of representation and released from the restrictions of Section 181 of the German Civil Code (BGB)
Date:

 

Page 15 from 21

 

 

Attachment

 

Evidence according to point 2 -
Confirmation of the status of dievini shareholder

 

Page 16 from 21

 

 

Accession Agreement to the Shareholders’ Agreement
relating to CureVac N.V.

 

This Accession Agreement (the “Agreement”) is entered into between

 

(25)KfW, Palmengartenstr. 5-9, D-60325 Frankfurt am Main (the “Existing Party 1”) ;

 

(26)dievini Hopp BioTech holding GmbH & Co. KG, represented by its general partner dievini Verwaltungs GmbH, Johann-Jakob-Astor-Str. 57, D-69190 Walldorf (“dievini” or the “Existing Party 2”);

 

(27)Mr. Dietmar Hopp, Johann-Jakob-Astor-Str. 57, D-69190 Walldorf (the “Existing Party 3”);

 

(28)DH-LT Investments GmbH, Opelstraße 28, D-68789 St. Leon-Rot (the “Existing Party 4”);

 

(29)MH-LT Investments GmbH, Bürgermeister-Willinger-Straße 3, D-69190 Walldorf (the “Existing Party 5”);

 

(30)Zweite DH Verwaltungs GmbH, Opelstraße 28, D-68789 St. Leon-Rot (the “Existing Party 6”);

 

(31)4H invest GmbH, Bürgermeister-Willinger-Straße 3, D-69190 Walldorf (the “Existing Party 7”);

 

and

 

(32)Bohlini invest GmbH, Bürgermeister-Willinger-Strasse 3, D-69190 Walldorf (the “Existing Party 8”; the parties named in (1) to (8) together the “Existing Parties”)

 

Preamble

 

(J)The Existing Parties are parties to a shareholders’ agreement relating to their portfolios of shares in CureVac N.V. (the “Company”) dated June 16, 2020, as amended from time to time and most recently on January 13, 2022 (the “Shareholders’ Agreement”), which governs, in particular, the exercise of voting rights and restrictions on the disposal of shares in the Company.

 

(K)Zweite DH Verwaltungs GmbH is interested in acquiring an additional 1,884,278 Unrestricted dievini Shares in the Company (the “Shares”) from Bohlini invest GmbH (the “Seller”) on May 4, 2022 (the “Acquisition Date”). Upon completion of the disposal, dievini and the dievini Shareholders will be left with a total of 49,897,938 Restricted Shares and 28,464,086 Unrestricted dievini Shares, of which dievini itself will hold 20,948,594 Unrestricted dievini Shares, MH-LT Investments GmbH will hold 495,504 Unrestricted dievini Shares and Zweite DH Verwaltungs GmbH will initially hold 2,984,278 Unrestricted dievini Shares.

 

Bohlini invest GmbH will hold 262,295 Unrestricted dievini Shares in the future, as DH-LT Investments GmbH will join at the same time by separate accession agreement with respect to 836,904 Unrestricted dievini Shares transferred to it by Bohlini invest GmbH. 4H invest GmbH will hold in the future 1,019,235 Unrestricted dievini Shares, as at the same time with separate accession agreement (i) DH-LT Investments GmbH will join with respect to 1,896,882 Unrestricted dievini Shares and (ii) Zweite DH Verwaltungs GmbH will join with respect to 20,394 Unrestricted dievini Shares, in each case transferred to them by 4H invest GmbH. As a result, DH-LT Investments GmbH will in the future hold a total of 2,733,786 Unrestricted dievini Shares and Zweite DH Verwaltungs GmbH will in the future hold a total of 3,004,672 Unrestricted dievini Shares.

 

Page 17 from 21

 

 

(L)Prior to the acquisition of the shares, Zweite DH Verwaltungs GmbH must join the Shareholders’ Agreement as a party in this respect in accordance with section 13.2 of the Shareholders’ Agreement.

 

Having said this, the Parties agree as follows:

 

25DEFINITIONS AND INTERPRETATION

 

25.1Definitions

 

Unless otherwise defined herein and the context otherwise requires, the terms defined in the Shareholders Agreement shall have the same meaning in this Agreement.

 

25.2Headings

 

Headings shall not be used in the interpretation of this Agreement.

 

26CONFIRMATION OF THE STATUS OF DIEVINI SHAREHOLDER

 

The Seller and Existing Party 6 hereby expressly confirm that Existing Party 6 is a dievini shareholder within the meaning of the Shareholders’ Agreement, namely a corporation solely controlled by Mr. Dietmar Hopp pursuant to Section 5.3.4 in connection with Section 5.3.3 of the Shareholders’ Agreement. Section 5.3.3 of the Shareholders’ Agreement. The following documents are attached to this declaration of accession as evidence of the capacity as dievini shareholder pursuant to clause 5.3 of the shareholders’ agreement:

 

(vii)In the case of an Accession pursuant to Section 5.3.1 or 5.3.4 of the Shareholders’ Agreement, (i) an extract from the register or other documents reflecting the (corporate) legal status of the Existing Party 6 and (ii) lists of shareholders or registers of shareholders or members or other equivalent registers in relevant jurisdictions and, if relevant, further documents or register documents from which the status as an affiliated company, the ultimate beneficiaries or the relevant degree of control by the respective persons entitled thereto under the Shareholders’ Agreement can be determined without doubt.

 

(viii)In case of an accession pursuant to clause 5.3.2 or 5.3.3 of the Shareholders’ Agreement, a copy of the ID card or passport of the Existing Party 6 and, if the status of the Existing Party 6 as a dievini shareholder cannot be clearly determined from the copy of the ID card or passport, further documents from which the status as a relative within the meaning of Section 15 of the German Fiscal Code (AO) can be established without doubt.

 

27OBLIGATIONS AND RIGHTS OF THE EXISTING PARTY 6

 

27.1Accession to the shareholders’ agreement

 

The Existing Party 6 shall join the Shareholders’ Agreement as a party to the full extent as of the Acquisition Date with respect to the Shares and shall submit to the Shareholders’ Agreement in each case with regard to the special obligations with respect to the Shares sold to him/her as the Seller. Rights and obligations which affect the Seller under the Shareholders’ Agreement in this respect shall affect the Existing Party 6 to the same extent.

 

Page 18 from 21

 

 

27.2Assumption of obligations

 

The Seller has designated the Shares as Unrestricted dievini Shares pursuant to Section 6.2.3 of the Shareholders Agreement. Existing Party 6 undertakes to comply with all restrictions and obligations of the Seller provided for in the Shareholders’ Agreement with respect to such Unrestricted dievini Shares as if the transfer had not taken place and the Seller still held such Shares.

 

Existing Party 6 shall perform these obligations in full and without undue delay as if it had been a party to the Shareholders’ Agreement on the side of the Seller and like the Seller from the beginning. To the extent that obligations can only be fully performed jointly with the Seller, Existing Party 6 shall be jointly and severally liable with the Seller for the performance and success in deviation from clause 13.5 of the Shareholders’ Agreement.

 

27.3Transfer restrictions

 

The Existing Party 6 shall sell such Shares to other dievini Shareholders only on condition that the acquiring dievini Shareholder(s), prior to and with effect from the acquisition, has/have submitted to the Shareholders’ Agreement in an agreement corresponding to this Agreement, in each case with regard to the special obligations concerning the Shares sold to him/her.

 

27.4Rights of the Existing Party 6

 

The Existing Parties agree that from the Acquisition Date, Existing Party 6 shall enjoy all rights under or in connection with the Shareholders Agreement that the Seller had with respect to such Shares under the Shareholders Agreement as if Existing Party 6 had been a party to the Shareholders Agreement from the beginning.

 

28AUTHORIZATION

 

Existing Party 6 authorizes dievini Verwaltungs GmbH with registered office in Walldorf, registered with the Commercial Register of the Local Court of Mannheim under HRB 701940, by way of an arm’s length power of attorney in favor of Investor Bund to make and receive all declarations on behalf of Existing Party 6 and to take all measures to be made, received and taken under the Shareholders’ Agreement.

 

29COMMUNICATION

 

All declarations and other notifications arising from or in connection with this agreement must be made in writing. This requirement shall generally be fulfilled by written documents sent by mail or courier, fax or e-mail (text form, § 126b BGB), unless otherwise provided for in this Agreement in individual cases. Declarations and other notifications are to be sent for the Existing Party 6 by the Parties to dievini Verwaltungs GmbH under the contact data specified in the Shareholders’ Agreement, which shall act as receiving agent until revoked.

 

30ASSIGNMENT AND TRANSFER

 

Except as expressly permitted in the Shareholders’ Agreement, the assignment and transfer of rights, beneficial entitlement or obligations - in each case in whole or in part - shall be possible and permissible in each case only with the prior written consent of all Parties to this Agreement.

 

31THIRD PARTY

 

This Agreement does not create any rights of third parties or rights in favor of or with protective effect in favor of third parties.

 

32FINAL PROVISIONS

 

The provisions of Section 13 of the Shareholders’ Agreement shall apply mutatis mutandis to this Agreement unless otherwise agreed in this Agreement.

 

[Signature pages follow]

 

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KfW


  
................................................... ...................................................
Name: Name:
Title: Title:
Place, date: Place, date:

 

dievini Verwaltungs GmbH (in the name and for the account of dievini Hopp BioTech holding GmbH & Co. KG, Mr. Dietmar Hopp, MH-LT Investments GmbH, DH-LT Investments GmbH, Zweite DH Verwaltungs GmbH (for the remainder), 4H invest GmbH and Bohlini invest GmbH on the basis of legal power of attorney pursuant to Section 11.3 in conjunction with Section 11.1 of the Shareholders’ Agreement)

 

DIETMAR HOPP

  
...................................................  
Name: Dietmar Hopp  
Title: Managing Director with sole power of representation and released from the restrictions of Section 181 of the German Civil Code (BGB)  
Place, date:  

 

Zweite DH Verwaltungs GmbH

 

DIETMAR HOPP

...................................................
Name: Dietmar Hopp
Title: Managing Director with sole power of representation and released from the restrictions of Section 181 of the German Civil Code (BGB)
Date:

 

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Attachment

 

Evidence according to point 2 -
Confirmation of the status of dievini shareholder

 

 

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