AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among: SILVERBACK THERAPEUTICS, INC., a Delaware corporation; SABRE MERGER SUB, INC., a Delaware corporation; and ARS PHARMACEUTICALS, INC., a Delaware corporation Dated as of July 21, 2022Merger Agreement • November 18th, 2022 • Tanimoto Sarina • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is made and entered into as of July 21, 2022, by and among SILVERBACK THERAPEUTICS, INC., a Delaware corporation (“Parent”), SABRE MERGER SUB, INC. a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and ARS PHARMACEUTICALS, INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
Lock-Up Agreement July 21, 2022Lock-Up Agreement • November 18th, 2022 • Tanimoto Sarina • Pharmaceutical preparations • Delaware
The undersigned (the “Stockholder”) understands that: (i) SILVERBACK THERAPEUTICS, INC., a Delaware corporation (“Parent”), has entered into an Agreement and Plan of Merger and Reorganization, dated as of July 21, 2022 (the “Merger Agreement”), with ARS PHARMACEUTICALS, INC., a Delaware corporation (the “Company”) and SABRE MERGER SUB, INC., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), pursuant to which at the effective time (the “Effective Time”), Merger Sub will be merged with and into the Company (the “Merger”) and the separate corporate existence of Merger Sub will cease and the Company will continue as the surviving corporation; and (ii) in connection with the Merger, the stockholders of the Company will receive shares of common stock, par value $0.0001 per share, of Parent (“Parent Common Stock”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.
