AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 1st, 2022 • Stealth BioTherapeutics Corp • Pharmaceutical preparations • New York
AGREEMENT AND PLAN OF MERGER, dated as of July 31, 2022 (this “Agreement”), among Stealth Parent Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), Stealth Merger Sub Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Merger Sub”), and Stealth BioTherapeutics Corp, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”).
LIMITED GUARANTEELimited Guarantee • August 1st, 2022 • Stealth BioTherapeutics Corp • Pharmaceutical preparations
Morningside Venture (I) Investments Limited (the “Guarantor”) hereby enters into this Limited Guarantee in favor of Stealth BioTherapeutics Corp, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Company” or the “Guaranteed Party”), on this July 31, 2022.
VOTING AND SUPPORT AGREEMENTJoinder Agreement • August 1st, 2022 • Stealth BioTherapeutics Corp • Pharmaceutical preparations • New York
This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of July 31, 2022 by and between Stealth BioTherapeutics Corp, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”) and certain shareholders of the Company listed on Schedule A hereto (each, a “Shareholder” and collectively, the “Shareholders”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
LIMITED GUARANTEEStealth BioTherapeutics Corp • August 1st, 2022 • Pharmaceutical preparations
