AGREEMENT AND PLAN OF MERGER among: BAUDAX BIO, INC., BOUNCE MERGER SUB I, INC., BOUNCE MERGER SUB II, LLC, and TERAIMMUNE, INC. Dated as of June 29, 2023Agreement and Plan of Merger • July 5th, 2023 • Baudax Bio, Inc. • Services-misc health & allied services, nec • Delaware
This AGREEMENT AND PLAN OF MERGER is made and entered into as of June 29, 2023, by and among Baudax Bio, Inc., a Pennsylvania corporation (“Parent”), Bounce Merger Sub I, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“First Merger Sub”), Bounce 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 TeraImmune, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
FORBEARANCE AGREEMENTForbearance Agreement • July 5th, 2023 • Baudax Bio, Inc. • Services-misc health & allied services, nec
This FORBEARANCE AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”), dated as of June 29, 2023 (the “Effective Date”), is made by and among Baudax Bio, Inc., a Pennsylvania corporation (“Borrower”), Baudax Bio N.A. LLC, a Delaware limited liability company (“Baudax LLC”), Baudax Bio Limited, a private company incorporated under the laws of Ireland limited by shares having company number 562027 (together with Baudax LLC, collectively, the “Guarantors” and together with the Borrower, the “Loan Parties”), Wilmington Trust, National Association, not individually, but solely in its capacity as administrative and collateral agent for the Lender (the “Agent”) and the Lender party hereto (constituting the only Lender under the Credit Agreement).
