Lock-Up AgreementLock-Up Agreement • February 23rd, 2018 • Care Capital III LLC • Biological products, (no disgnostic substances) • Delaware
This LOCK-UP AGREEMENT (this “Agreement”), dated as of [●], 2017, is entered into by and among Aviragen Therapeutics, Inc., a Delaware corporation (“Buyer”), Vaxart, Inc., a Delaware corporation (“Target”), and the undersigned (the “Securityholder” and together with the Buyer and the Target, the “Parties” and each a “Party”).
Form of Company Support AgreementCare Capital III LLC • February 23rd, 2018 • Biological products, (no disgnostic substances) • Delaware
Reference is made in this letter (this “Agreement”) to the Agreement and Plan of Merger and Reorganization, dated as of the date hereof (as it may be amended, modified or amended and restated from time to time, the “Merger Agreement”), by and among Aviragen Therapeutics, Inc., a Delaware corporation (“Parent”), Agora Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Subsidiary”), and Vaxart, Inc., a Delaware corporation (the “Company”). Capitalized or other terms used and not defined herein but defined in the Merger Agreement shall have the meanings ascribed to them in the Merger Agreement. In order to induce Parent and the Company to enter into the Merger Agreement, and understanding that each of Parent and the Company are relying on the agreements set forth herein, [name of stockholder], [an individual][entity type] (the “Securityholder”), hereby agrees as follows:
JOINT FILING AGREEMENTJoint Filing Agreement • February 23rd, 2018 • Care Capital III LLC • Biological products, (no disgnostic substances)
Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.
