SUBSCRIPTION AGREEMENTSubscription Agreement • May 27th, 2021 • Locust Walk Acquisition Corp. • Blank checks • New York
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on May 26, 2021, by and among Locust Walk Acquisition Corp., a Delaware corporation (the “Company”) and the undersigned subscriber (“Subscriber”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 27th, 2021 • Locust Walk Acquisition Corp. • Blank checks • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 26, 2021, is made and entered into by and among eFFECTOR Therapeutics, Inc., a Delaware corporation (the “Company”) (formerly known as Locust Walk Acquisition Corp., a Delaware corporation), Locust Walk Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), certain equityholders of eFFECTOR Therapeutics Operations, Inc., a Delaware corporation (“eFFECTOR”), set forth on Schedule A (such equityholders, the “eFFECTOR Holders”), and certain equityholders of the Company set forth on Schedule B (such equityholders, including the Sponsor, the “Sponsor Holders” and, collectively with the eFFECTOR Holders, and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 or Section 6.9 of this Agreement, the “Holders” and each, a “Holder”).
AGREEMENT AND PLAN OF MERGER by and among EFFECTOR THERAPEUTICS, INC., LOCUST WALK ACQUISITION CORP. and LOCUST WALK MERGER SUB, INC. Dated as of May 26, 2021Registration Rights Agreement • May 27th, 2021 • Locust Walk Acquisition Corp. • Blank checks • Delaware
This AGREEMENT AND PLAN OF MERGER (including the exhibits and schedules hereto, this “Agreement”), dated as of May 26, 2021 (the “Execution Date”), is entered into by and among eFFECTOR Therapeutics, Inc., a Delaware corporation (the “Company”), Locust Walk Acquisition Corp., a Delaware corporation (“Parent”), and Locust Walk Merger Sub, Inc., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”, and together with the Company and Parent, the “Parties” and each, a “Party”). Except as otherwise indicated, capitalized terms used but not defined herein shall have the meanings set forth in Exhibit A of this Agreement.
eFFECTOR Therapeutics, Inc. 11120 Roselle Street, Suite A San Diego, CA 92121 Attention: Steve Worland, CEO Locust Walk Acquisition Corp. Two Commerce Square Philadelphia, PA 19103 Attention: Daniel Geffken, CFO Re: Support Agreement Ladies and Gentlemen:Locust Walk Acquisition Corp. • May 27th, 2021 • Blank checks • Delaware
This letter (this “Support Agreement”) is being delivered by Locust Walk Sponsor, LLC, a Delaware limited liability company and the sole holder of Parent Class B Common Stock (the “Sponsor”), to Locust Walk Acquisition Corp., a Delaware corporation ( “Parent”) and eFFECTOR Therapeutics, Inc., a Delaware corporation (the “Company”), in accordance with that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of the date hereof, by and among Parent, the Company, and Locust Walk Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent ( “Merger Sub”). The Sponsor, Parent, and the Company shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement. As used herein, the term “Section” shall, unless otherwise specified, refer to the specified Section of this Support Agreement.
FORM OF SPONSOR LOCK-UP AGREEMENTLock-Up Agreement • May 27th, 2021 • Locust Walk Acquisition Corp. • Blank checks • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of May 26, 2021 by and between (i) Locust Walk Acquisition Corp., a Delaware corporation, which will be known after the consummation of the transactions contemplated by the Merger Agreement (as defined below) as “eFFECTOR Therapeutics, Inc.” (including any successor entity thereto, “Parent”), and (ii) Locust Walk Sponsor, LLC, a Delaware limited liability company (“Sponsor”).
