TENDER AND SUPPORT AGREEMENTTender and Support Agreement • October 30th, 2023 • Miromatrix Medical Inc. • Biological products, (no disgnostic substances) • Delaware
This TENDER AND SUPPORT AGREEMENT, dated as of October 29, 2023 (this “Agreement”), is by and among United Therapeutics Corporation, a Delaware public benefit corporation (“Parent”), Morpheus Subsidiary Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), and those certain stockholders of Miromatrix Medical Inc., a Delaware corporation (the “Company”), listed on Schedule I hereto (each, a “Stockholder”). For the avoidance of doubt, the obligations of the Stockholders under this Agreement are several and not joint and no Stockholder shall be liable for any breach or failure of performance by any other Stockholder.
AGREEMENT AND PLAN OF MERGER by and among UNITED THERAPEUTICS CORPORATION, MORPHEUS SUBSIDIARY INC. and MIROMATRIX MEDICAL INC., dated as of October 29, 2023Merger Agreement • October 30th, 2023 • Miromatrix Medical Inc. • Biological products, (no disgnostic substances) • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of October 29, 2023, by and among United Therapeutics Corporation, a Delaware public benefit corporation (“Parent”), Morpheus Subsidiary Inc., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”), and Miromatrix Medical Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Section 9.3.
