FORM OF LOCK-UP AGREEMENTMerger Agreement • August 24th, 2020 • Proteostasis Therapeutics, Inc. • Pharmaceutical preparations • Delaware
CONTINGENT VALUE RIGHTS AGREEMENTContingent Value Rights Agreement • August 24th, 2020 • Proteostasis Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [●], 2020 (this “Agreement”), is entered into by and among Proteostasis Therapeutics, Inc., a Delaware corporation (“PTI”), Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the initial representative, agent and attorney-in-fact of the Holders of CVRs (the “CVR Holders’ Representative”).
AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONAgreement and Plan of Merger and Reorganization • August 24th, 2020 • Proteostasis Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is made and entered into as of August 22, 2020, by and among PROTEOSTASIS THERAPEUTICS, INC., a Delaware corporation (“PTI”), PANGOLIN MERGER SUB, INC., a Delaware corporation and wholly-owned subsidiary of PTI (“Merger Sub”), YUMANITY THERAPEUTICS, INC., a Delaware corporation (the “Company”), and YUMANITY HOLDINGS, LLC, a Delaware limited liability company (“Holdings”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
FORM OF SUPPORT AGREEMENTForm of Support Agreement • August 24th, 2020 • Proteostasis Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This SUPPORT AGREEMENT (this “Agreement”), dated as of August 22, 2020, is by and between PROTEOSTASIS THERAPEUTICS, INC., a Delaware corporation (“PTI”), YUMANITY HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), YUMANITY THERAPEUTICS, INC. a Delaware corporation (the “Company”) and the undersigned holder (the “Equityholder”) of securities of the Holdings.
