CONTINGENT VALUE RIGHTS AGREEMENTContingent Value Rights Agreement • July 30th, 2020 • Spring Bank Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [●], 2020 (this “Agreement”), is entered into by and among Spring Bank Pharmaceuticals, Inc., a Delaware corporation (the “Company”), F-Star Therapeutics Limited., a company registered in England and Wales with company number 11532458 (“F‑Star”), Computershare Trust Company N.A. (the “Rights Agent”) and initial CVR Registrar (as defined herein), and [●], acting solely in his capacity as representative of the Holders (as defined herein) (the “Holder Representative”). Capitalized terms not defined herein shall have the meanings ascribed to them in the Share Exchange Agreement (as defined below).
SHARE EXCHANGE AGREEMENT BY AND AMONG SPRING BANK PHARMACEUTICALS, INC., F-STAR THERAPEUTICS LIMITED AND THE SELLERS LISTED ON SCHEDULE I HERETO Dated as of July 29, 2020Share Exchange Agreement • July 30th, 2020 • Spring Bank Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
THIS SHARE EXCHANGE AGREEMENT is made and entered into as of July 29, 2020 (this “Agreement”) by and among Spring Bank Pharmaceuticals, Inc., a Delaware corporation (“Company”), F-Star Therapeutics Limited, a company registered in England and Wales with company number 11532458 (“F-Star”), and the Persons listed on Schedule I hereto (including each Person, if any, who executes a Joinder Agreement as contemplated by Sections 6.11 and 6.12) (“Sellers”). F-Star, Company and each Seller are each a “Party” and referred to collectively herein as the “Parties.” Certain capitalized terms used in this Agreement are defined in Exhibit A.
VOTING AGREEMENTVoting Agreement • July 30th, 2020 • Spring Bank Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
THIS VOTING AGREEMENT, dated [●], 2020 (this “Agreement”), is entered into by and between F-Star Therapeutics Ltd., a company registered in England and Wales with company number 11532458 (“F-Star”), and [●] (“Stockholder”), with respect to (i) Company Common Stock, (ii) all securities exchangeable, exercisable or convertible into Company Common Stock, and (iii) any securities issued or exchanged with respect to Company Common Stock, and upon any recapitalization, reclassification, merger, consolidation, spin-off, partial or complete liquidation, stock dividend, split-up or combination of the securities of Company or upon any other change in Company’s capital structure, in each case whether now owned or hereafter acquired by Stockholder (collectively, the “Securities”). Capitalized terms used in this Agreement and not defined have the meaning given to such terms in the Share Exchange Agreement (as defined herein).
STING ANTAGONIST CONTINGENT VALUE RIGHTS AGREEMENTContingent Value Rights Agreement • July 30th, 2020 • Spring Bank Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
THIS STING ANTAGONIST CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [●], 2020 (this “Agreement”), is entered into by and among Spring Bank Pharmaceuticals, Inc., a Delaware corporation (the “Company”), F-Star Therapeutics Limited, a company registered in England and Wales with company number 11532458 (“F‑Star”), Computershare Trust Company N.A. (the “Rights Agent”) and initial CVR Registrar (as defined herein), and [●], acting solely in his capacity as representative of the Holders (as defined herein) (the “Holder Representative”). Capitalized terms not defined herein shall have the meanings ascribed to them in the Share Exchange Agreement (as defined below).
