AGREEMENT AND PLAN OF MERGER AND REORGANIZATION by and among: IMMUNOME, INC., a Delaware corporation; IBIZA MERGER SUB, INC., a Delaware corporation; and MORPHIMMUNE INC., a Delaware corporation Dated as of June 29, 2023Agreement and Plan of Merger and Reorganization • June 29th, 2023 • Immunome Inc. • Pharmaceutical preparations • Delaware
SUPPORT AGREEMENTSupport Agreement • June 29th, 2023 • Immunome Inc. • Pharmaceutical preparations • Delaware
This Support Agreement (this “Agreement”) is made as of June 29, 2023, by and between Morphimmune Inc., a Delaware corporation (the “Company”), and the Person or Persons set forth on Schedule A hereto (“Stockholder”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • June 29th, 2023 • Immunome Inc. • Pharmaceutical preparations • Washington
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of June 28, 2023 between Immunome, Inc., a Delaware corporation (the “Company”), and Clay B. Siegall, Ph.D. (“Executive”) (collectively referred to as the “Parties” or individually referred to as a “Party”).
SUBSCRIPTION AGREEMENTSubscription Agreement • June 29th, 2023 • Immunome Inc. • Pharmaceutical preparations
This Subscription Agreement (this “Subscription Agreement”) is being entered into as of June 29, 2023, by and between Immunome, Inc., a Delaware corporation (“IMNM”), and each of the undersigned investors (each an “Investor”), in connection and concurrently with the Agreement and Plan of Merger and Reorganization, dated as of the date hereof (as may be amended, supplemented or otherwise modified from time to time in accordance with the terms hereof and thereof, the “Merger Agreement”), by and among IMNM, Ibiza Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of IMNM (“Merger Sub”), and Morphimmune Inc., a Delaware corporation (the “Company”), pursuant to which, among other things, Merger Sub will merge with and into the Company, with the Company surviving the merger and becoming a direct, wholly owned subsidiary of IMNM, on the terms and subject to the conditions therein (the “Merger”).
SUPPORT AGREEMENTSupport Agreement • June 29th, 2023 • Immunome Inc. • Pharmaceutical preparations • Delaware
This Support Agreement (this “Agreement”) is made as of June 29, 2023, by and between Immunome Inc., a Delaware corporation (“Parent”), and the Person or Persons set forth on Schedule A hereto (“Stockholder”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.
Lock-Up Agreement June 29, 2023Lock-Up Agreement • June 29th, 2023 • Immunome Inc. • Pharmaceutical preparations
The undersigned (the “Stockholder”) understands that: (i) IMMUNOME INC., a Delaware corporation (“Parent”), has entered into an Agreement and Plan of Merger and Reorganization, dated as of June 29, 2023 (the “Merger Agreement”), with MORPHIMMUNE INC., a Delaware corporation (the “Company”), and Ibiza Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), pursuant to which at the effective time (the “Effective Time”), Merger Sub will be merged with and into the Company (the “Merger”) and the separate corporate existence of Merger Sub will cease and the Company will continue as the surviving corporation; and (ii) in connection with the Merger, the stockholders of the Company will receive shares of common stock, par value $0.0001 per share, of Parent (“Parent Common Stock”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.
