Exhibit 10.3
VARIATION AGREEMENT
THIS VARIATION AGREEMENT is made the 17th day of February 2020 (“Commencement Date”)
Between:
| (1) | La Fosse Associates Limited (Company No: 6729790) a company incorporated in England and Wales whose registered office is 30 City Road, London, EC1Y 2AB (the "Company"); |
| (2) | GAR-1 Business Advisory Services, Michael R. Garone Sole Member (EIN: 84-302-8949) a company incorporated in USA whose registered office is at 4 Hawser Way, Randolph, NJ, 07869 (the "Supplier"); and |
| (3) | Adaptimmune LLC a Delaware company with principal address at 351 Rouse Boulevard, Philadelphia, PA19112 (the "Client"). |
Background:
| A. | This Variation Agreement amends the supplier services agreement dated 30 September 2019 between the Company, the Supplier and the Client (“the Services Agreement”) from the Commencement Date. Save as amended herein, the Services Agreement remains in full force and effect. |
| 1. | INTERPRETATION |
In this Variation Agreement, all defined words and expressions shall have the same meaning as in the Services Agreement unless otherwise stated.
| 2. | AMENDMENT TO ASSIGNMENT SCHEDULE |
| 2.1 | As from the Commencement Date, the definition of the “End Date” as provided in Section 1 of the Assignment Schedule shall be amended as follows: |
“"End Date" means 9 April 2020 or such other date as the Company and the Supplier may agree in writing or (if required by the Company following a request by the Client) the date on which the Extended Hire Period ends.
| 2.2 | As from 1 April 2020, the Services in the Assignment Schedule and as set out in Section 1 of the Assignment Schedule shall be superseded and replaced with the following consultancy services: |
"Services" means consultancy services defined by the following responsibilities
| • | Work with the Chief Financial Officer to provide a comprehensive handover of the Interim CFO responsibilities as defined by the following responsibilities: |
| o | Work with the Chief Executive Officer and Executive Team to define and execute the financing strategy for the Client |
| o | Act as a key spokesperson for the Client with the investment community |
| o | Lead the preparation, review and filing of the financial statements (10Q and 10K) and other associated SEC filings |
| o | Lead and manage the finance team ensuring maintenance of an appropriate control environment for SOX compliance and control over the capital deployment of the Client |
| o | Lead the budget/financial plan preparation, review and approval by the Board |
| o | Lead interactions with the Audit Committee, external auditors and SOX program support specialists. |
| 3. | TERM OF VARIATION AGREEMENT |
This Variation Agreement shall be effective from the Commencement Date.
| Signed by Katherine Miller | /s/ Katherine Miller |
| on behalf of La Fosse Associates Limited | Authorised Signatory |
| Signed by Michael Garone on behalf of | /s/ Michael Garone |
| GAR-1 Business Advisory Services | Managing Member |
| Signed by Helen Tayton-Martin | /s/ Helen Tayton-Martin |
| on behalf of Adaptimmune LLC | President and Secretary |