AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among: ANGION BIOMEDICA CORP., a Delaware corporation; ARKHAM MERGER SUB, INC., a Delaware corporation; and elicio therapeutics, inc., a Delaware corporation Dated as of January 17, 2023Merger Agreement • January 17th, 2023 • Angion Biomedica Corp. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is made and entered into as of January 17, 2023, by and among ANGION BIOMEDICA CORP., a Delaware corporation (“Parent”), ARKHAM MERGER SUB, INC., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and ELICIO THERAPEUTICS, INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
SUPPORT AGREEMENTSupport Agreement • January 17th, 2023 • Angion Biomedica Corp. • Pharmaceutical preparations • Delaware
This Support Agreement (this “Agreement”), is made as of January 17, 2023, by and between Elicio Therapeutics, Inc., a Delaware corporation (the “Company”), and the Person set forth on Schedule A hereto (the “Stockholder”).
SUPPORT AGREEMENTSupport Agreement • January 17th, 2023 • Angion Biomedica Corp. • Pharmaceutical preparations • Delaware
This Support Agreement (this “Agreement”), is made as of January 17, 2023, by and between Angion Biomedica Corp., a Delaware corporation (“Parent”), and the Person set forth on Schedule A hereto (the “Stockholder”).
Lock-Up Agreement January 17, 2023Lock-Up Agreement • January 17th, 2023 • Angion Biomedica Corp. • Pharmaceutical preparations
The undersigned (the “Stockholder”) understands that: (i) Angion Biomedica Corp., a Delaware corporation (“Parent”), has entered into an Agreement and Plan of Merger and Reorganization, dated as of January 17, 2023 (the “Merger Agreement”), with Elicio Therapeutics, Inc., a Delaware corporation (the “Company”), and Arkham 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 $0.01 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.
NOTE PURCHASE AGREEMENTNote Purchase Agreement • January 17th, 2023 • Angion Biomedica Corp. • Pharmaceutical preparations • Delaware
This Note Purchase Agreement (this “Agreement”) is made as of January 17, 2023 (the “Effective Date”), by and between ELICIO THERAPEUTICS, INC., a Delaware corporation (the “Company”), and ANGION BIOMEDICA CORP., a Delaware corporation (“Purchaser”). Capitalized terms used herein and not otherwise defined have the meanings ascribed to them in that certain Agreement and Plan of Merger and Reorganization, dated of even date herewith (the “Merger Agreement”), by and among the Company, Purchaser and Arkham Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Purchaser.
