VOTING AGREEMENT among: CATALYST BIOSCIENCES, INC., a Delaware corporation; TARGACEPT, INC., a Delaware corporation; and the undersigned Stockholder Dated as of March 5, 2015Voting Agreement • March 6th, 2015 • Targacept Inc • Pharmaceutical preparations • Delaware
THIS VOTING AGREEMENT (“Agreement”), dated as of March 5, 2015, is made by and among Targacept, Inc., a Delaware corporation (“Targacept”), Catalyst Biosciences, Inc., a Delaware corporation (the “Company”), and the undersigned holder (“Stockholder”) of shares of capital stock (the “Shares”) of the Company.
LOCK-UP AGREEMENTLock-Up Agreement • March 6th, 2015 • Targacept Inc • Pharmaceutical preparations
In connection with the proposed acquisition of Catalyst Biosciences, Inc. (the “Company”) by Targacept, Inc. (“Targacept”) whereby Talos Merger Sub, Inc. (“Merger Sub”), a wholly-owned subsidiary of Targacept, will merge with and into the Company (the “Merger”), and in consideration of Targacept, Merger Sub and the Company entering into the Agreement and Plan of Merger dated on or about March 5, 2015 (the “Merger Agreement;” all capitalized terms used in this Lock-Up Agreement without definition herein shall have the meanings ascribed to them in the Merger Agreement), the receipt and sufficiency of such consideration being hereby acknowledged and accepted, and in order to induce Targacept and the Company each to close the Merger, the undersigned (“Securityholder”), a holder of shares of Company Capital Stock, Company Stock Options and/or Company Warrants (collectively, the “Company Securities”) who will receive shares of Targacept Common Stock in exchange for his, her or its shares of
