Amendment to Note Purchase Agreement, dated June 23, 2023, by and between the Registrant, the Purchasers party thereto and Cocoon SA LLC

This Amendment No. 3 to Note Purchase Agreement (this “Amendment”) is entered into by and among Centessa Pharmaceuticals plc, a public company incorporated under the laws of England & Wales (“Issuer”), the undersigned Guarantors (together with Issuer, the “Obligors”), Three Peaks Capital Solutions Aggregator Fund (“Purchaser”) and Cocoon SA LLC, as agent for the Purchasers (“Purchaser Agent”, and together with the Obligors and Purchaser, the “Parties” and each, a “Party”), effective as of June 23, 2023.

    WHEREAS, the Obligors, Purchaser and Purchaser Agent are party to that certain Note Purchase Agreement, dated as of October 1, 2021, as amended by that certain Amendment to Note Purchase Agreement and Waiver dated as of February 11, 2022 and that certain Amendment No. 2 to Note Purchase Agreement dated as of November 7, 2022 (the “Existing Note Purchase Agreement”, and the Existing Note Purchase Agreement as amended by this Amendment, the “Amended Note Purchase Agreement”; capitalized terms used but not defined in this Amendment shall have the meanings set forth in the Existing Note Purchase Agreement or Amended Note Purchase Agreement, as applicable);

    WHEREAS, Issuer has requested an amendment to the Existing Note Purchase Agreement replacing LIBOR (as defined in the Existing Note Purchase Agreement) with Term SOFR (as defined in the Amended Note Purchase Agreement); and

WHEREAS, in order to effect the foregoing, without waiving or altering any previously-agreed conditions, requirements, or representations made in any prior agreement between the Parties, the Parties wish to amend the Existing Note Purchase Agreement pursuant to Section 13.6 thereof, as more fully set forth in this Amendment.

NOW, THEREFORE, for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the Parties hereto intending to be legally bound do hereby agree as follows:

1.Amendments to Existing Note Purchase Agreement. Subject to Section 2 of this Amendment, the Existing Note Purchase Agreement (including the schedules and exhibits thereto) is hereby amended as set forth in Exhibit A hereto (stricken text shall be deleted from the Existing Note Purchase Agreement (indicated textually in the same manner as the following example: stricken text) and double-underlined text shall be added to the Existing Note Purchase Agreement (indicated textually in the same manner as the following examples: double-underlined text or double-underlined text)); provided that, notwithstanding the effectiveness of this Amendment, the replacement of LIBOR with Term SOFR pursuant to the terms of this Amendment and the Amended Note Purchase Agreement shall take effect on July 1, 2023.

2.Conditions to Effectiveness. The effectiveness of this Amendment shall be subject to the following conditions:

3.Representations and Warranties.

1.3Each of the representations and warranties in Article V of the Amended Note Purchase Agreement are true, accurate and complete in all material respects as of the date hereof; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date.

4.Release of Claims.

1.1Each of the Obligors hereby absolutely and unconditionally releases and forever discharges Purchaser Agent and each Purchaser, and any and all participants, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assigns thereof, together with all of the present and former directors, officers, agents, attorneys and employees of any of the foregoing (each, a “Releasee” and collectively, the “Releasees”), from any and all claims, demands or causes of action of any kind, nature or description, whether arising in law or equity or upon contract or tort or under any state or federal law or otherwise (each, a “Claim” and collectively, the “Claims”), which such Obligor has had, now has or has made claim to have against any such person for or by reason of any act, omission, matter, cause or thing whatsoever arising from the beginning of time to and including the date of this Amendment, whether such claims, demands and causes of action are matured or unmatured or known or unknown. Each of the Obligors understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense to any Claim and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. Each of the Obligors agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered will affect in any manner the final, absolute and unconditional nature of the release set forth above.

5.General.

1.5The provisions of Article X (Notices; Service of Process), Article XI (Choice of Law, Venue and Jury Trial Waiver), Section 13.4 (Severability of Provisions), Section 13.6 (Amendments in Writing; Integration) and Section 13.7 (Counterparts) of the Amended Note Purchase Agreement are hereby incorporated by reference into this Amendment, mutatis mutandis.

IN WITNESS WHEREOF, the Parties have caused this Amendment to be duly executed by their respective duly authorized officers as of the date first written above.