EXECUTION VERSION CONTRIBUTION AND EXCHANGE AGREEMENTContribution and Exchange Agreement • May 5th, 2020 • Delaware
Contract Type FiledMay 5th, 2020 JurisdictionThis Contribution and Exchange Agreement (this “Agreement”) is made and entered into as of September 17, 2019 by and among 89bio, Inc., a Delaware corporation (“NewCo”), 89bio Ltd., an Israeli private limited liability company (“OldCo”), and (i) each holder of issued and outstanding Ordinary Shares (as defined in the Amended Articles of Association of OldCo (the “Articles”)) (each, an “Ordinary Shareholder” and, collectively, the “Ordinary Shareholders”), (ii) each holder of issued and outstanding Preferred A Shares (as defined in the Articles) (each, a “Preferred Shareholder” and, collectively, the “Preferred Shareholders”) and (iii) each holder of issued and outstanding options to purchase Ordinary Shares, (each, an “Option Holder” and, collectively, the “Option Holders” and, together with the Ordinary Shareholders and the Preferred Shareholders, the “Equityholders”), each as indicated on Exhibit A hereto.
CONTRIBUTION AND EXCHANGE AGREEMENTContribution and Exchange Agreement • September 23rd, 2019 • 89bio, Inc. • Pharmaceutical preparations • Delaware
Contract Type FiledSeptember 23rd, 2019 Company Industry JurisdictionThis Contribution and Exchange Agreement (this “Agreement”) is made and entered into as of September 17, 2019 by and among 89bio, Inc., a Delaware corporation (“NewCo”), 89bio Ltd., an Israeli private limited liability company (“OldCo”), and (i) each holder of issued and outstanding Ordinary Shares (as defined in the Amended Articles of Association of OldCo (the “Articles”)) (each, an “Ordinary Shareholder” and, collectively, the “Ordinary Shareholders”), (ii) each holder of issued and outstanding Preferred A Shares (as defined in the Articles) (each, a “Preferred Shareholder” and, collectively, the “Preferred Shareholders”) and (iii) each holder of issued and outstanding options to purchase Ordinary Shares, (each, an “Option Holder” and, collectively, the “Option Holders” and, together with the Ordinary Shareholders and the Preferred Shareholders, the “Equityholders”), each as indicated on Exhibit A hereto.