Common Contracts

2 similar Merger Agreement contracts by Silverback Therapeutics, Inc., Tanimoto Sarina

Lock-Up Agreement July 21, 2022
Merger 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.

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Lock-Up Agreement July 21, 2022
Merger Agreement • July 21st, 2022 • Silverback Therapeutics, Inc. • 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.

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