Exhibit 10.44


 


Addendum to the


 


Shareholders' Agreement


 


in relation
to the parties' share holdings 

in CureVac N.V. (NL-Amsterdam)


 


dated June 16, 2020


 


between


 


KfW

Palmengartenstr. 5-9

60325 Frankfurt am Main


 


- hereinafter
referred to as "Investor Bund


 


on the one hand


 


and


 


dievini
Hopp BioTech holding GmbH & Co KG

represented by its general partner dievini Verwaltungs GmbH

Johann-Jakob-Astor-Str. 57

69190 Walldorf


 


- hereinafter
referred to as "dievini


 


Mr. Dietmar Hopp

Johann-Jakob-Astor-Str. 57

69190 Walldorf


 


- hereinafter
referred to as "DH" - -


 


and


 


DH-LT Investments
GmbH

Opelstraße 28

68789 St. Leon-Rot


 


on the other hand


 


- Investor
Bund, dievini, DH and DH-LT Investments GmbH


 


hereinafter
jointly referred to as the "Parties" or individually as a "Party


 








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Addendum to the Addendum to the


Shareholders' Agreement between Investor
Bund, dievini and DH



 


Preamble


 


	A	In clause 8 ("Investment Commitment DH")
of the shareholders' agreement concluded between the parties
(with the exception of DH-LT Investments GmbH) with regard to the parties'
shareholdings in CureVac N.V. (NL-Amsterdam) dated 16 June 2020 ("Shareholders'
Agreement"), DH has undertaken to invest an amount of EUR 100 million
into CureVac N.V. on the occasion of the IPO
in order to acquire shares at economic terms and in particular at a share price corresponding to the issue price of a share
in the IPO ("concurrent private placement") ("Investment Amount").



 


	B	DH intends to fulfil this obligation not personally, but rather through DH-LT Investments GmbH,
headquartered in St. Leon-Rot, registered in the Commercial Register of the Local Court in Mannheim under HRB 732866 ("DH-LT"),
of which DH is the sole shareholder.



 


	C	Therefore, the other parties and DH-LT agree to include
DH-LT in the Shareholder Agreement alongside DH by way of this Addendum to the Shareholders'
Agreement.



 


This aforesaid, the Parties
agree on the following:


 


	1	Accession of DH-LT to the Shareholders’
Agreement; Consent of the other Parties



 


DH-LT
hereby accedes to the shareholders' agreement alongside of DH. DH-LT shall therefore
have the same rights and obligations as DH under the shareholders' agreement. The
shares in CureVac N.V. already acquired or to be acquired in the future by DH-LT in the course of the concurrent private
placement shall be deemed IPO shares within the meaning of the Shareholders'
Agreement.


 


	1.2	In particular, but without limitation, DH-LT shall be obligated under
clause 8, 2nd sentence in connection with clause 4.5 of the shareholders'
agreement to exercise the rights from IPO shares in the case of resolutions
of the general meeting on Restricted Items of Resolution in the same way as the voting
rights from the Restricted Shares.



 






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Addendum to the Addendum to the


Shareholders' Agreement between Investor
Bund, dievini and DH



 


	1.3	For the avoidance of doubt, even with DH-LT's accession to the shareholders'
agreement, as described above, the investment amount is only due and payable
once.



 


	1.4	The other Parties hereby
agree to DH-LT's accession to the Shareholders' Agreement as described in
clause 1.1.



 


	2	Notices to DH-LT



 


All declarations
and other notices from and in connection with the Shareholders’ Agreement and
this addendum to the Shareholders’ Agreement shall be sent by the parties
to the persons listed below at the contact details, who shall act as authorized service agents for DH-LT until such authorization
is revoked:


 


DH-LT Investments GmbH:


 


Opelstrasse 28

68789 St. Leon-Rot


 


Fax:
+ 49 (0) 6227 8608 470

E-Mail: contact@dievini.com


 


each with a copy:


 


Prof. Dr. Christof Hettich

c/o RITTERSHAUS Rechtsanwälte Partnerschaftsgesellschaft mbB

Harrlachweg 4

68163 Mannheim


 


Fax:
+49 (0) 621 4256 250

E-Mail: christof.hettich@rittershaus.net


 


	3	Final provisions



 


	3.1	The provisions of the shareholders' agreement shall
otherwise remain unchanged and continue to apply.



 






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Addendum to the Addendum to the


Shareholders' Agreement between Investor
Bund, dievini and DH



 


	3.2	Terms defined in this Addendum (including the list of parties and the preamble) shall have the
same meaning when they are written in small caps. Terms written in small
caps in this Addendum and not defined separately in this Addendum shall have the meaning assigned to them in the Shareholders’
Agreement.



 


	3.3	This Addendum is subject to the laws of the Federal Republic of Germany.



 


	3.4	Revisions or amendments to this Addendum or an agreement on its cancellation must be made in writing
to be effective. The written form shall not be fulfilled in this respect by means of telecommunication transmission (fax), exchange
of letters, electronic form (e-mail) or other text form (sec 126b German Civil Code (BGB)). The requirement of written form requirement
agreed herein may only be waived, if the requirement of written form is complied with. Oral agreements do not exist.



 


	3.5	Should individual provisions of this amended are or become invalid or unenforceable or should this
Addendum contain gaps, the validity of the remaining provisions of this Addendum shall unaffected. In place of the invalid, unenforceable
or missing provision, such valid provision shall be deemed to be agreed which the parties
would reasonably have agreed upon if they had been aware of the invalidity, unenforceability or gap at the time of conclusion
of this Addendum. If any provision of this Addendum is or becomes invalid because of the scope of performance or time periods agreed
therein, the scope of performance or time periods agreed in the provision shall be adjusted to the legally permissible scope(s) or
periods which comes closest to the agreed scope(s) or measure. The parties agree
that the above provisions not only represent a reversal of the burden of proof, but that § 139 BGB is waived in its
entirety.



 


- intentionally left blank -


 






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Addendum to the Addendum to the


Shareholders' Agreement between Investor
Bund, dievini and DH


 


Walldorf, 14.08.2020


 


 





	/s/ Dietmar Hopp	 
	Dietmar Hopp	 


 


 


 


Frankfurt,


 


KfW


 


 


 


	/s/ Dr. Nils Reichhelm	 	/s/ Dr. Elina Pradkhan
	Dr. Nils Reichhelm	 	Dr. Elina Pradkhan




 


 


 


Walldorf, ............................


 


dievini
Hopp BioTech holding GmbH& Co KG represented by


 


dievini Verwaltungs GmbH, which in turn
is represented by


 


 


 





	 	 	 
	/s/ Dietmar Hopp	 	/s/ Dr. Mathias Hothum
	Dietmar Hopp	 	Dr. Mathias Hothum



 






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Addendum to the Addendum to the


Shareholders' Agreement between Investor
Bund, dievini and DH



 





 


St. Leon-Rot, 14.08.2020


 


DH-LT Investments GmbH


 


 





	 	 
	/s/ Dietmar Hopp	 
	Dietmar Hopp	 



 






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