AGREEMENT AND PLAN OF MERGER by and among KOLLTAN PHARMACEUTICALS, INC., CELLDEX THERAPEUTICS, INC., CONNEMARA MERGER SUB 1 INC., CONNEMARA MERGER SUB 2 LLC, and SHAREHOLDER REPRESENTATIVE SERVICES LLC, solely in its capacity as the Stockholders...Merger Agreement • November 1st, 2016 • Celldex Therapeutics, Inc. • In vitro & in vivo diagnostic substances • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of November 1, 2016 (the “Effective Date”), is made by and among Kolltan Pharmaceuticals, Inc., a Delaware corporation (the “Company”), Celldex Therapeutics, Inc., a Delaware corporation (“Parent”), Connemara Merger Sub 1 Inc., a Delaware corporation and direct wholly owned subsidiary of Parent (“Merger Sub”), Connemara Merger Sub 2 LLC, a Delaware limited liability company and direct wholly owned subsidiary of Parent (“Merger Sub II”), and Shareholder Representative Services LLC, a Colorado limited liability company (the “Stockholders Representative”), solely in its capacity as the representative for the Stockholders. Parent, Merger Sub, Merger Sub II and the Company, and, solely in its capacity as and solely to the extent applicable, the Stockholders Representative, shall be referred to herein from time to time as a “Party” and collectively as the “Parties.” Capitalized terms used and not otherwise defined herein have the
