Confidentiality and Non-Disclosure AgreementDisclosure Agreement • July 7th, 2022 • Invox Pharma LTD • Pharmaceutical preparations • New York
For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the undersigned recipient (“Recipient”) covenants and agrees, on behalf of itself and its Representatives (as defined below), as follows:
Offer To Purchase All Outstanding Shares of Common Stock of F-star Therapeutics, Inc. at $7.12 Per Share by SINO BIOPHARMACEUTICAL LIMITED, INVOX PHARMA LIMITED and FENNEC ACQUISITION INCORPORATEDConfidentiality Agreement • July 7th, 2022 • Invox Pharma LTD • Pharmaceutical preparations • Delaware
The Offer is being made pursuant to an Agreement and Plan of Merger, dated as of June 22, 2022 (as it may be amended from time to time, the “Merger Agreement”), among SBP, Parent, Purchaser and the Company, pursuant to which, after consummation of the Offer and the satisfaction or waiver of certain conditions, Purchaser will merge with and into the Company (the “Merger”) in accordance with Section 251(h) of the General Corporation Law of the State of Delaware (the “DGCL”), on the terms and subject to the conditions set forth in the Merger Agreement, with the Company continuing as the surviving corporation and becoming an indirect wholly-owned subsidiary of SBP. In the Merger, each Share issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”) (other than Shares (a) held in the treasury of the Company or then owned by Parent, Purchaser or the Company, or any direct or indirect wholly-owned subsidiary thereof, immediately prior to the Effective
STRICTLY PRIVATE & CONFIDENTIAL Eliot Forster Red House West Sotwell Street Brightwell cum Sotwell Oxfordshire OX10 0RG June 22, 2022 RE: Transition Services Agreement Dear Eliot,Settlement Agreement • July 7th, 2022 • Invox Pharma LTD • Pharmaceutical preparations
This letter (the “Agreement”) shall be effective as of the effective time of the closing of the Transaction (the “Closing”). If the Closing does not occur for any reason, this Agreement shall be void ab initio.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 7th, 2022 • Invox Pharma LTD • Pharmaceutical preparations • Delaware
This Securities Purchase Agreement (this “Agreement”) is dated as of [_____ ___], 2022 (the “Effective Date”), among invoX Pharma Limited, a private limited company organized under the laws of England and Wales (“Purchaser”), Fennec Acquisition Incorporated, a Delaware corporation and a wholly owned subsidiary of Purchaser (“Merger Sub”), Sino Biopharmaceutical Limited, a company organized under the laws of the Cayman Islands (“Guarantor”), and F-star Therapeutics, Inc., a Delaware corporation (the “Company”).
