CONTINGENT VALUE RIGHTS AGREEMENTContingent Value Rights Agreement • May 4th, 2023 • Concentra Merger Sub, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of May 3, 2023 (this “Agreement”), is entered into by and between Concentra Biosciences, LLC, a Delaware limited liability company (the “Parent”), Concentra Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (the “Purchaser”), Computershare Inc., a Delaware corporation (“Computershare”) and its affiliate Computershare Trust Company, N.A., a federally chartered trust company, (together with Computershare, the “Rights Agent”), and Shareholder Representative Services LLC, solely in its capacity as the initial representative, agent and attorney in-fact of the Holders (the “Representative”).
MUTUAL CONFIDENTIALITY AGREEMENTMutual Confidentiality Agreement • April 5th, 2023 • Concentra Merger Sub, Inc. • Biological products, (no disgnostic substances) • Massachusetts
THIS MUTUAL CONFIDENTIALITY AGREEMENT (the “Agreement”) is made as of March 15, 2023 (the “Effective Date”) by and between Jounce Therapeutics, Inc., a Delaware corporation with an office at 780 Memorial Drive, Cambridge, MA 02139 (“Jounce”) and Concentra Biosciences, LLC, a Delaware limited liability company and its controlling shareholder Tang Capital Partners, LP, a Delaware limited partnership, with an office at 4747 Executive Drive, Suite 210, San Diego, CA 92121 (collectively Concentra Biosciences, LLC and Tang Capital Partners, LP are referred to as the “Company”).
Equity Commitment and Guarantee LetterEquity Commitment and Guarantee Letter • April 5th, 2023 • Concentra Merger Sub, Inc. • Biological products, (no disgnostic substances) • Delaware
Reference is made to the Agreement and Plan of Merger, dated as of the date hereof (as the same may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), among Concentra Biosciences, LLC, a Delaware limited liability company (“Parent”), Concentra Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”) and Jounce Therapeutics, Inc., a Delaware corporation (the “Company”). Capitalized terms used and not otherwise defined herein have the respective meanings ascribed thereto in the Merger Agreement. This letter agreement is being delivered to Parent and the Company in connection with the execution and delivery of the Merger Agreement by the Company, Parent and Merger Sub.
