LIMITED GUARANTYLimited Guaranty • January 9th, 2024 • Concentra Merger Sub II, Inc. • Pharmaceutical preparations
This Limited Guaranty, dated as of December 22, 2023 (as may be amended, restated, supplemented or otherwise modified, this “Limited Guaranty”), by Tang Capital Partners, LP (the “Guarantor”), is made in favor of Theseus Pharmaceuticals, Inc., a Delaware corporation (the “Company”) and the Representative to be party to the CVR Agreement (as defined below) (the “Representative”). Reference is hereby made to (i) that certain Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), by and among Parent, Merger Sub and the Company, pursuant to which, among other things, Merger Sub will merge with and into the Company with the Company continuing as the surviving corporation in the merger as a wholly owned subsidiary of Parent, on the terms and subject to the conditions set forth in the Merger Agreement and (ii) that certain Contingent Value Rights Agreement (the “CVR Agreement”) to be entered into in accordance with the Merger Agreement by and among the Parent, Mer
