AGREEMENT AND PLAN OF MERGER among: IDERA PHARMACEUTICALS, INC., a Delaware corporation; BELL MERGER SUB I, INC., a Delaware corporation; BELL MERGER SUB II, LLC, a Delaware limited liability company; and ACERAGEN, INC., a Delaware corporation Dated...Agreement and Plan of Merger • September 30th, 2022 • Idera Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • Delaware
This AGREEMENT AND PLAN OF MERGER is made and entered into as of September 28, 2022, by and among IDERA PHARMACEUTICALS, INC., a Delaware corporation (“Parent”), BELL MERGER SUB I, INC., a Delaware corporation and wholly owned subsidiary of Parent (“First Merger Sub”), BELL MERGER SUB II, LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (“Second Merger Sub” and, together with First Merger Sub, “Merger Subs”), and ACERAGEN, INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
EXECUTIVE TRANSITION AND SEPARATION AGREEMENTExecutive Transition and Separation Agreement • September 30th, 2022 • Idera Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • Pennsylvania
This Executive Transition and Separation Agreement (this “Agreement”), is entered into as of the date set forth on the signature page below (the “Execution Date”), by and between Daniel Soland (“you”) and Idera Pharmaceuticals, Inc., a Delaware corporation (together with its wholly owned subsidiaries and affiliates, the “Company”).
September 28, 2022 Bryant Lim Haverford, PA 19041 Re: Employment Continuation and Retention Bonus Letter AgreementIdera Pharmaceuticals, Inc. • September 30th, 2022 • Biological products, (no disgnostic substances)
As you are aware, Idera Pharmaceuticals, Inc. (the “Company”) intends to enter into an Agreement and Plan of Merger by and among the Company, Aceragen, Inc. and certain other parties (the “Merger Agreement”). In addition, following the consummation of the transactions contemplated by the Merger Agreement (the “Closing”), the stockholders of the Company will vote to approve the Parent Stockholder Matters (as defined in the Merger Agreement) (the “Approval”). In recognition of your efforts in connection with the Closing and to encourage you to continue your high level of commitment to the Company through the Closing, the Approval, and thereafter, you are eligible to receive the payments set forth in this letter agreement, subject to the terms and conditions set forth herein.
Dan Salain 837 N Barfield Drive Marco Island, FL 34145 Dear Dan:Idera Pharmaceuticals, Inc. • September 30th, 2022 • Biological products, (no disgnostic substances) • Delaware
Aceragen, Inc. (the “Company”) is pleased to offer you this letter agreement (the “Letter Agreement”) for employment on the following terms:
