CONTINGENT VALUE RIGHTS AGREEMENTContingent Value Rights Agreement • February 14th, 2024 • Concentra Merger Sub II, Inc. • Pharmaceutical preparations • Delaware
THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of February 14, 2024 (this “Agreement”), is entered into by and between Concentra Biosciences, LLC, a Delaware limited liability company (the “Parent”), Concentra Merger Sub II, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (the “Purchaser”), Broadridge Corporate Issuer Solutions, LLC, a Pennsylvania limited liability company, as Rights Agent (as defined herein), and Fortis Advisors LLC, a Delaware limited liability company, solely in its capacity as the initial representative, agent and attorney in-fact of the Holders (the “Representative”).
LIMITED GUARANTYLimited Guaranty • January 9th, 2024 • Concentra Merger Sub II, Inc. • Pharmaceutical preparations
This Limited Guaranty, dated as of December 22, 2023 (as may be amended, restated, supplemented or otherwise modified, this “Limited Guaranty”), by Tang Capital Partners, LP (the “Guarantor”), is made in favor of Theseus Pharmaceuticals, Inc., a Delaware corporation (the “Company”) and the Representative to be party to the CVR Agreement (as defined below) (the “Representative”). Reference is hereby made to (i) that certain Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), by and among Parent, Merger Sub and the Company, pursuant to which, among other things, Merger Sub will merge with and into the Company with the Company continuing as the surviving corporation in the merger as a wholly owned subsidiary of Parent, on the terms and subject to the conditions set forth in the Merger Agreement and (ii) that certain Contingent Value Rights Agreement (the “CVR Agreement”) to be entered into in accordance with the Merger Agreement by and among the Parent, Mer
