Dated: July 25, 2022 To: Darlene Deptula-Hicks Crimson Consulting, LLC Dear Darlene:Waiver and Release Agreement • July 25th, 2022 • Invox Pharma LTD • Pharmaceutical preparations • Massachusetts
This letter memorializes an arrangement relating to your service with F-Star Therapeutics Inc., a Delaware corporation (the “Company”), that is being offered to you in connection with the transactions contemplated in that certain Agreement and Plan of Merger, entered into as of June 22, 2022, by and among invoX Pharma Limited, a private limited company organized under the laws of England and Wales (“Parent”), Fennec Acquisition Incorporated, a Delaware corporation and a direct wholly-owned subsidiary of Parent (the “Purchaser”), and the Company, pursuant to which Parent will acquire all of the issued and outstanding stock of the Company pursuant to a cash tender offer and, thereafter, the Purchaser will be merged with and into the Company, with the Company continuing as the surviving corporation in the merger and as a wholly-owned subsidiary of Parent (the “Transaction”), which is expected to occur in 2022 (the “Closing”).
Confidentiality and Non-Disclosure AgreementDisclosure Agreement • July 7th, 2022 • Invox Pharma LTD • Pharmaceutical preparations • New York
For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the undersigned recipient (“Recipient”) covenants and agrees, on behalf of itself and its Representatives (as defined below), as follows:
AMENDMENT NO. 7 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • February 23rd, 2023 • Invox Pharma LTD • Pharmaceutical preparations
This AMENDMENT NO. 7 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is entered into as of February 22, 2023, by and among invoX Pharma Limited, a private limited company under the laws of England and Wales (“Parent”), Fennec Acquisition Incorporated, a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), and F-star Therapeutics, Inc., a Delaware corporation (the “Company” and together with Parent and Purchaser, the “Parties”).
Offer To Purchase All Outstanding Shares of Common Stock of F-star Therapeutics, Inc. at $7.12 Per Share by SINO BIOPHARMACEUTICAL LIMITED, INVOX PHARMA LIMITED and FENNEC ACQUISITION INCORPORATEDConfidentiality Agreement • July 7th, 2022 • Invox Pharma LTD • Pharmaceutical preparations • Delaware
The Offer is being made pursuant to an Agreement and Plan of Merger, dated as of June 22, 2022 (as it may be amended from time to time, the “Merger Agreement”), among SBP, Parent, Purchaser and the Company, pursuant to which, after consummation of the Offer and the satisfaction or waiver of certain conditions, Purchaser will merge with and into the Company (the “Merger”) in accordance with Section 251(h) of the General Corporation Law of the State of Delaware (the “DGCL”), on the terms and subject to the conditions set forth in the Merger Agreement, with the Company continuing as the surviving corporation and becoming an indirect wholly-owned subsidiary of SBP. In the Merger, each Share issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”) (other than Shares (a) held in the treasury of the Company or then owned by Parent, Purchaser or the Company, or any direct or indirect wholly-owned subsidiary thereof, immediately prior to the Effective
AMENDMENT NO. 5 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • February 1st, 2023 • Invox Pharma LTD • Pharmaceutical preparations
This AMENDMENT NO. 5 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is entered into as of January 31, 2023, by and among invoX Pharma Limited, a private limited company under the laws of England and Wales (“Parent”), Fennec Acquisition Incorporated, a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), and F-star Therapeutics, Inc., a Delaware corporation (the “Company” and together with Parent and Purchaser, the “Parties”).
STRICTLY PRIVATE & CONFIDENTIAL Eliot Forster Red House West Sotwell Street Brightwell cum Sotwell Oxfordshire OX10 0RG June 22, 2022 RE: Transition Services Agreement Dear Eliot,Settlement Agreement • July 7th, 2022 • Invox Pharma LTD • Pharmaceutical preparations
This letter (the “Agreement”) shall be effective as of the effective time of the closing of the Transaction (the “Closing”). If the Closing does not occur for any reason, this Agreement shall be void ab initio.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 7th, 2022 • Invox Pharma LTD • Pharmaceutical preparations • Delaware
This Securities Purchase Agreement (this “Agreement”) is dated as of [_____ ___], 2022 (the “Effective Date”), among invoX Pharma Limited, a private limited company organized under the laws of England and Wales (“Purchaser”), Fennec Acquisition Incorporated, a Delaware corporation and a wholly owned subsidiary of Purchaser (“Merger Sub”), Sino Biopharmaceutical Limited, a company organized under the laws of the Cayman Islands (“Guarantor”), and F-star Therapeutics, Inc., a Delaware corporation (the “Company”).
AMENDMENT NO. 8 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 6th, 2023 • Invox Pharma LTD • Pharmaceutical preparations
This AMENDMENT NO. 8 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is entered into as of March 5, 2023, by and among invoX Pharma Limited, a private limited company under the laws of England and Wales (“Parent”), Fennec Acquisition Incorporated, a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), and F-star Therapeutics, Inc., a Delaware corporation (the “Company” and together with Parent and Purchaser, the “Parties”).
AMENDMENT NO. 3 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 21st, 2022 • Invox Pharma LTD • Pharmaceutical preparations
This AMENDMENT NO. 3 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is entered into as of December 20, 2022, by and among invoX Pharma Limited, a private limited company under the laws of England and Wales (“Parent”), Fennec Acquisition Incorporated, a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), and F-star Therapeutics, Inc., a Delaware corporation (the “Company” and together with Parent and Purchaser, the “Parties”).
AMENDMENT NO. 4 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 30th, 2022 • Invox Pharma LTD • Pharmaceutical preparations
This AMENDMENT NO. 4 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is entered into as of December 30, 2022, by and among invoX Pharma Limited, a private limited company under the laws of England and Wales (“Parent”), Fennec Acquisition Incorporated, a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), and F-star Therapeutics, Inc., a Delaware corporation (the “Company” and together with Parent and Purchaser, the “Parties”).
Incentive AwardInvox Pharma LTD • July 25th, 2022 • Pharmaceutical preparations
AMENDMENT NO. 6 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • February 9th, 2023 • Invox Pharma LTD • Pharmaceutical preparations
This AMENDMENT NO. 6 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is entered into as of February 9, 2023, by and among invoX Pharma Limited, a private limited company under the laws of England and Wales (“Parent”), Fennec Acquisition Incorporated, a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), and F-star Therapeutics, Inc., a Delaware corporation (the “Company” and together with Parent and Purchaser, the “Parties”).
AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 19th, 2022 • Invox Pharma LTD • Pharmaceutical preparations
This AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is entered into as of December 19, 2022, by and among invoX Pharma Limited, a private limited company under the laws of England and Wales (“Parent”), Fennec Acquisition Incorporated, a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), and F-star Therapeutics, Inc., a Delaware corporation (the “Company” and together with Parent and Purchaser, the “Parties”).
