Fall Line Endurance Fund, LP Sample Contracts

AGREEMENT AND PLAN OF MERGER by and among SW PARENTCO, INC. SW MERGERCO, INC. and GreenLight Biosciences Holdings, PBC Dated as of May 29, 2023

Agreement and Plan of Merger • May 30th, 2023 • Fall Line Endurance Fund, LP • Biological products, (no disgnostic substances) • Delaware

• Contract Type
  Agreement and Plan of Merger
• Filed
  May 30th, 2023
• Company
  Fall Line Endurance Fund, LP
• Industry
  Biological products, (no disgnostic substances)
• Jurisdiction
  Delaware

This Agreement and Plan of Merger (the “Agreement”), dated as of May 29, 2023, is by and among SW ParentCo, Inc., a Delaware corporation (“Parent”), SW MergerCo, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and GreenLight Biosciences Holdings, PBC, a Delaware public benefit corporation (the “Company”).

CONTRIBUTION AND EXCHANGE AGREEMENT

Adoption Agreement • May 30th, 2023 • Fall Line Endurance Fund, LP • Biological products, (no disgnostic substances) • Delaware

• Contract Type
  Adoption Agreement
• Filed
  May 30th, 2023
• Company
  Fall Line Endurance Fund, LP
• Industry
  Biological products, (no disgnostic substances)
• Jurisdiction
  Delaware

SW PARENTCO, INC. SECURED CONVERTIBLE NOTE PURCHASE AGREEMENT

Subordination Agreement • May 30th, 2023 • Fall Line Endurance Fund, LP • Biological products, (no disgnostic substances) • Delaware

• Contract Type
  Subordination Agreement
• Filed
  May 30th, 2023
• Company
  Fall Line Endurance Fund, LP
• Industry
  Biological products, (no disgnostic substances)
• Jurisdiction
  Delaware

This Secured Convertible Note Purchase Agreement, dated as of May 29, 2023 (this “Agreement”), is entered into by and among SW ParentCo, Inc., a Delaware corporation (the “Company”), and the undersigned persons and entities (each an “Investor” and, collectively, the “Investors”).