•] Shares of Common Stock Imago BioSciences, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • July 12th, 2021 • Imago BioSciences, Inc. • Pharmaceutical preparations • New York
OPEN MARKET SALE AGREEMENTSMOpen Market Sale Agreement • August 18th, 2022 • Imago BioSciences, Inc. • Pharmaceutical preparations • New York
INDEMNIFICATION AND ADVANCEMENT AGREEMENTIndemnification Agreement • July 12th, 2021 • Imago BioSciences, Inc. • Pharmaceutical preparations • Delaware
This Indemnification and Advancement Agreement (“Agreement”) is made as of , 2021 by and between Imago BioSciences, Inc., a Delaware corporation (the “Company”), and , [a member of the Board of Directors / an officer] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering indemnification and advancement.
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement • November 10th, 2021 • Imago BioSciences, Inc. • Pharmaceutical preparations • California
This Separation Agreement and General Release (the “Agreement”) by and between Matthew Plunkett (“Executive”) and Imago Biosciences, Inc. (the “Company”) (together referred to as the "Parties"), is made with reference to the following facts:
IMAGO BIOSCIENCES, INC. CHANGE IN CONTROL AND SEVERANCE AGREEMENTChange in Control and Severance Agreement • July 12th, 2021 • Imago BioSciences, Inc. • Pharmaceutical preparations • Delaware
This Change in Control and Severance Agreement (the “Agreement”) is made and entered into by and between [ ] (“Executive”) and Imago BioSciences, Inc. (the “Company”). This Agreement shall become effective as of the closing of the initial public offering of the Company’s common stock (the “Effective Date”).
CONSULTING AGREEMENTConsulting Agreement • August 12th, 2022 • Imago BioSciences, Inc. • Pharmaceutical preparations • California
This Consulting Agreement (the “Agreement”) is entered into by Imago BioSciences, Inc., a Delaware corporation (the “Company”), and Wan-Jen Hong, an individual (the “Consultant”), effective as of August 27, 2022 (the “Effective Date”) with reference to the following facts:
SEPARATION AGREEMENTSeparation Agreement • August 12th, 2022 • Imago BioSciences, Inc. • Pharmaceutical preparations • California
This Separation Agreement (the “Agreement”) by and between Wan-Jen Hong (“Executive”) and Imago BioSciences, Inc., a Delaware corporation (the “Company” and, together with Executive, the “Parties”), is made effective as of the eighth (8th) day after Executive signs this Agreement (the “Effective Date”) with reference to the following facts:
IMAGO BIOSCIENCES, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT November 12, 2020Investors’ Rights Agreement • June 25th, 2021 • Imago BioSciences, Inc. • Pharmaceutical preparations • New York
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of November 12, 2020, by and among Imago BioSciences, Inc., a Delaware corporation (the “Company”) and the investors listed on the Schedule of Investors attached as Schedule A hereto (each an “Investor” and collectively, the “Investors”).
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • July 12th, 2021 • Imago BioSciences, Inc. • Pharmaceutical preparations • Delaware
This COMMON STOCK PURCHASE AGREEMENT (“Agreement”) is made as of July 9, 2021 (the “Effective Date”), by and between Imago Biosciences, Inc., a Delaware corporation (the “Company”), and Pfizer Inc., a Delaware corporation (the “Investor”).
FORM OF TENDER AND SUPPORT AGREEMENTTender and Support Agreement • November 21st, 2022 • Imago BioSciences, Inc. • Pharmaceutical preparations • Delaware
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of November 19, 2022, is entered into by and among Merck Sharp & Dohme LLC, a New Jersey limited liability company (“Parent”), M-Inspire Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and each of the persons set forth on Schedule A hereto (each, a “Stockholder” and together with Parent and Merger Sub, the “Parties” and each, a “Party”). 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).
AGREEMENT AND PLAN OF MERGER among MERCK SHARP & DOHME LLC, M-INSPIRE MERGER SUB, INC. and IMAGO BIOSCIENCES, INC. Dated as of November 19, 2022Merger Agreement • November 21st, 2022 • Imago BioSciences, Inc. • Pharmaceutical preparations • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of November 19, 2022, by and among Merck Sharp & Dohme LLC, a New Jersey limited liability company (“Parent”), M-Inspire Merger Sub, Inc., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”), and Imago BioSciences, Inc., a Delaware corporation (the “Company”).
