AGREEMENT AND PLAN OF MERGER BY AND AMONG RELAY THERAPEUTICS, INC., ELIXIR MERGER SUB I, INC., ELIXIR MERGER SUB II, LLC, ZEBIAI THERAPEUTICS, INC., AND SHAREHOLDER REPRESENTATIVE SERVICES LLC, SOLELY IN ITS CAPACITY AS REPRESENTATIVE OF THE SELLERS...Merger Agreement • April 16th, 2021 • Relay Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
This AGREEMENT AND PLAN OF MERGER (as amended, restated, supplemented or otherwise modified from time to time in accordance with the terms herewith, this “Agreement”) is made and entered into as of April 15, 2021 by and among: (i) Relay Therapeutics, Inc., a Delaware corporation (“Parent”); (ii) Elixir Merger Sub I, Inc., a Delaware corporation and a wholly-owned, direct subsidiary of Parent (“First Merger Sub”); (iii) Elixir Merger Sub II, LLC, a Delaware limited liability company and a wholly-owned, direct subsidiary of Parent (“Second Merger Sub” and with First Merger Sub, each a “Merger Sub” and together, the “Merger Subs”); (iv) ZebiAI Therapeutics, Inc., a Delaware corporation (the “Company”); and (v) SHAREHOLDER REPRESENTATIVE SERVICES LLC, a Colorado limited liability company, solely in its capacity as representative, agent and attorney-in-fact of the Sellers (the “Representative”). Capitalized terms used herein have the meanings ascribed thereto in Article I or elsewhere in th
