AGREEMENT AND PLAN OF MERGER AND REORGANIZATION BY AND AMONG CORTEXYME, INC QUINCE MERGER SUB I, INC. QUINCE MERGER SUB II, LLC NOVOSTEO INC. AND FORTIS ADVISORS LLC, AS THE SECURITYHOLDERS’ REPRESENTATIVE DATED AS OF MAY 9, 2022Merger Agreement • May 12th, 2022 • Cortexyme, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (as may be amended from time to time, this “Agreement”) is made and entered into as of May 9, 2022, by and among: CORTEXYME, INC., a Delaware corporation (“Parent”); QUINCE MERGER SUB I, INC., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub I”); QUINCE MERGER SUB II, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Merger Sub II” and, together with Merger Sub I, the “Merger Subs”); NOVOSTEO INC., a Delaware corporation (the “Company”); and FORTIS ADVISORS LLC, a Delaware limited liability company, solely in its capacity as the Securityholders’ Representative. Certain capitalized terms used in this Agreement are defined in EXHIBIT A.
