AGREEMENT AND PLAN OF MERGER among: Checkmate Pharmaceuticals, Inc., a Delaware corporation; Regeneron Pharmaceuticals, Inc., a New York corporation; and Scandinavian Acquisition Sub, Inc., a Delaware corporation Dated as of April 18, 2022Agreement and Plan of Merger • April 19th, 2022 • Checkmate Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • Delaware
Any one or more directors may be removed, with or without cause, by the vote or written consent of the holders of a majority of the issued and outstanding shares of capital stock of the Corporation entitled to be voted in the election of directors.
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • April 19th, 2022 • Checkmate Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • Delaware
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of April 18, 2022, is entered into by and among Regeneron Pharmaceuticals, Inc., a New York corporation (“Parent”), Scandinavian Acquisition Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Purchaser”), and each of the persons set forth on Schedule A hereto (each, a “Stockholder” and together with Parent and Purchaser, the “Parties” and each, a “Party”). All terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
