SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 11th, 2024 • Century Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of April 11, 2024 by and among Century Therapeutics, Inc., a Delaware corporation (the “Company”), and the Investors identified on Exhibit A attached hereto (each an “Investor” and collectively the “Investors”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 11th, 2024 • Century Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of April 11, 2024, by and among Century Therapeutics, Inc., a Delaware corporation (the “Company”), and the “Investors” named in that certain Securities Purchase Agreement by and among the Company and the Investors, dated as of the date hereof (the “Purchase Agreement”). Capitalized terms used herein have the respective meanings ascribed thereto in the Purchase Agreement unless otherwise defined herein.
Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and the registrant customarily and actually treats as private and confidential. AGREEMENT AND PLAN OF MERGER...Agreement and Plan of Merger • April 11th, 2024 • Century Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of April 11, 2024, by and among: Century Therapeutics, Inc, a Delaware corporation (“Parent”); Clarent Intermediate Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Intermediate Sub”); Clarent Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Intermediate Sub (“Merger Sub”); Clade Therapeutics, Inc., a Delaware corporation (the “Company”); and Fortis Advisors LLC, a Delaware limited liability company, solely in its capacity as the Securityholders’ Agent. Certain other capitalized terms used in this Agreement are defined in Exhibit A.
