AGREEMENT AND PLAN OF MERGER by and among PTC THERAPEUTICS, INC.; HYDRO MERGER SUB, INC.; CENSA PHARMACEUTICALS INC. AND SHAREHOLDER REPRESENTATIVE SERVICES LLC, SOLELY IN ITS CAPACITY AS THE SECURITYHOLDERS’ REPRESENTATIVE Dated as of May 5, 2020Agreement and Plan of Merger • May 6th, 2020 • PTC Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (as may be amended from time to time, this “Agreement”) is made on May 5, 2020 (the “Execution Date”), by and among: PTC THERAPEUTICS, INC., a Delaware corporation (“Parent”); HYDRO MERGER SUB, INC., a Delaware corporation and a wholly owned indirect subsidiary of Parent (“Merger Sub”); CENSA PHARMACEUTICALS INC., a Delaware corporation (the “Company”); and SHAREHOLDER REPRESENTATIVE SERVICES LLC, a Colorado limited liability company, solely in its capacity as the Securityholders’ Representative. Certain capitalized terms used in this Agreement are defined in EXHIBIT A.
