AGREEMENT AND PLAN OF MERGER among: F-STAR THERAPEUTICS, INC., a Delaware corporation; INVOX PHARMA LIMITED, a private limited company organized under the laws of England and Wales; FENNEC ACQUISITION INCORPORATED, a Delaware corporation; and solely...Agreement and Plan of Merger • June 23rd, 2022 • F-Star Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of June 22, 2022, by and among: invoX Pharma Limited, a private limited company organized under the laws of England and Wales (“Parent”); Fennec Acquisition Incorporated, a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”); Sino Biopharmaceutical Limited, a company organized under the laws of the Cayman Islands (“Guarantor”); and F-star Therapeutics, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • June 23rd, 2022 • F-Star Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of [•], 2022, is entered into by and among [PARENT], a [_________] organized under the laws of [_________] (“Parent”), [PURCHASER], a Delaware corporation and a wholly owned Subsidiary of Parent (“Purchaser”), and each of the individuals or entities set forth on Schedule A (each, a “Stockholder” and collectively, the “Stockholders”). All terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below). Parent, Purchaser and each of the Stockholders are each sometimes referred to herein as a “Party” and collectively, as the “Parties.”
