AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among: CARA THERAPEUTICS, INC. a Delaware corporation; CT CONVERGENCE MERGER SUB, INC., a Delaware corporation; and TVARDI THERAPEUTICS, INC. a Delaware corporation Dated as of December 17, 2024Merger Agreement • December 18th, 2024 • Cara Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is made and entered into as of December 17, 2024, by and among CARA THERAPEUTICS, INC., a Delaware corporation (“Parent”), CT CONVERGENCE MERGER SUB, INC., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), and TVARDI THERAPEUTICS, INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
SUPPORT AGREEMENTSupport Agreement • December 18th, 2024 • Cara Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Support Agreement (this “Agreement”), is made as of December 17, 2024, by and between Tvardi Therapeutics, Inc., a Delaware corporation (the “Company”), and the Person set forth on Schedule A hereto (the “Stockholder”).
SUPPORT AGREEMENTSupport Agreement • December 18th, 2024 • Cara Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Support Agreement (this “Agreement”), is made as of December 17, 2024, by and between Cara Therapeutics, Inc., a Delaware corporation (“Parent”), and the Person set forth on Schedule A hereto (the “Stockholder”).
ASSET PURCHASE AGREEMENT by and among CARA THERAPEUTICS, INC., CARA ROYALTY SUB, LLC and VIFOR FRESENIUS MEDICAL CARE RENAL PHARMA, LTD., dated December 17, 2024Asset Purchase Agreement • December 18th, 2024 • Cara Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of December 17, 2024 (the “Execution Date”), is made by and among Cara Therapeutics, Inc., a Delaware corporation (“Cara”) and Cara Royalty Sub, LLC, a Delaware limited liability company (“Royalty Sub”, and collectively with Cara, “Sellers” and each a “Seller”), and Vifor Fresenius Medical Care Renal Pharma, Ltd, a Swiss corporation (“Purchaser”). In this Agreement, Sellers and Purchaser are individually referred to as a “Party” and collectively as the “Parties.” Capitalized terms used herein (including in the recitals above) and not otherwise defined have the respective meanings set forth in Annex A hereto. Annex A further includes other definitions and rules of construction applicable to this Agreement.
Lock-Up AgreementLock-Up Agreement • December 18th, 2024 • Cara Therapeutics, Inc. • Pharmaceutical preparations
