FORM OF CONTINGENT VALUE RIGHTS AGREEMENTContingent Value Rights Agreement • May 3rd, 2023 • Magenta Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS CONTINGENT VALUE RIGHTS AGREEMENT (this “Agreement”), dated as of [__], 2023, is entered into by and among Magenta Therapeutics, Inc., a Delaware corporation (the “Company”) and Computershare Inc., a Delaware corporation (“Computershare”), and its wholly-owned subsidiary, Computershare Trust Company, N.A., a federally chartered trust company (collectively, as “Rights Agent”).
FORM OF COMPANY STOCKHOLDER SUPPORT AGREEMENTForm of Company Stockholder Support Agreement • May 3rd, 2023 • Magenta Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Support Agreement (this “Agreement”) is made and entered into as of May 2, 2023, by and among Dianthus Therapeutics, Inc., a Delaware corporation (the “Company”), Magenta Therapeutics, Inc., a Delaware corporation (“Magenta”), and the undersigned stockholder (the “Stockholder”) of the Company. Capitalized terms used herein but not otherwise defined shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
FORM OF LOCK-UP AGREEMENTMagenta Therapeutics, Inc. • May 3rd, 2023 • Pharmaceutical preparations
The undersigned signatory of this lock-up agreement (this “Lock-Up Agreement”) understands that Magenta Therapeutics, Inc., a Delaware corporation (“Magenta”), has entered into an Agreement and Plan of Merger, dated as of May 2, 2023 (as the same may be amended from time to time, the “Merger Agreement”) with Dio Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Magenta, and Dianthus Therapeutics, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.
AGREEMENT AND PLAN OF MERGER among: MAGENTA THERAPEUTICS, INC.; DIO MERGER SUB, INC.; and DIANTHUS THERAPEUTICS, INC. Dated as of May 2, 2023Agreement and Plan of Merger • May 3rd, 2023 • Magenta Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of May 2, 2023, by and among MAGENTA THERAPEUTICS, INC., a Delaware corporation (“Magenta”), DIO MERGER SUB, Inc., a Delaware corporation and wholly owned subsidiary of Magenta (“Merger Sub”), and DIANTHUS THERAPEUTICS, INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined Section 1.
AMENDMENT NO. 1 TO STOCKHOLDER RIGHTS AGREEMENTStockholder Rights Agreement • May 3rd, 2023 • Magenta Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This AMENDMENT NO. 1 TO STOCKHOLDER RIGHTS AGREEMENT (this “Amendment”) is dated as of May 2, 2023 (the “Effective Date”), and amends that certain Stockholder Rights Agreement, dated as of March 31, 2023 (the “Rights Agreement”), by and between Magenta Therapeutics, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company, as rights agent (the “Rights Agent”). Capitalized terms used in this Amendment and not otherwise defined herein have the meanings given to them in the Rights Agreement.
FORM OF MAGENTA STOCKHOLDER SUPPORT AGREEMENTMagenta Stockholder Support Agreement • May 3rd, 2023 • Magenta Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Support Agreement (this “Agreement”) is made and entered into as of May 2, 2023, by and among Dianthus Therapeutics, Inc., a Delaware corporation (the “Company”), Magenta Therapeutics, Inc., a Delaware corporation (“Magenta”), and the undersigned stockholder (the “Stockholder”) of Magenta. Capitalized terms used herein but not otherwise defined shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
