AGREEMENT AND PLAN OF MERGER by and among SW PARENTCO, INC. SW MERGERCO, INC. and GreenLight Biosciences Holdings, PBC Dated as of May 29, 2023Merger Agreement • May 30th, 2023 • GreenLight Biosciences Holdings, PBC • Biological products, (no disgnostic substances) • Delaware
This Agreement and Plan of Merger (the “Agreement”), dated as of May 29, 2023, is by and among SW ParentCo, Inc., a Delaware corporation (“Parent”), SW MergerCo, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and GreenLight Biosciences Holdings, PBC, a Delaware public benefit corporation (the “Company”).
THE SECURITY REPRESENTED HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH FEDERAL AND...Subordination Agreement • May 30th, 2023 • GreenLight Biosciences Holdings, PBC • Biological products, (no disgnostic substances) • Delaware
THIS NOTE IS SUBJECT TO (I) THAT CERTAIN SUBORDINATION AGREEMENT DATED , 2023, AND AS MAY BE AMENDED AND/OR RESTATED FROM TIME TO TIME, BY AND AMONG THE MAKER, CERTAIN OTHER LENDERS, AND SILICON VALLEY BANK, A DIVISION OF FIRST-CITIZENS BANK & TRUST COMPANY (SUCCESSOR BY PURCHASE TO THE FEDERAL DEPOSIT INSURANCE CORPORATION AS RECEIVER FOR SILICON VALLEY BRIDGE BANK, N.A. (AS SUCCESSOR TO SILICON VALLEY BANK)) (THE “SVB SUBORDINATION AGREEMENT”) AND (II) THAT CERTAIN SUBORDINATION AGREEMENT DATED , 2023, AND AS MAY BE AMENDED AND/OR RESTATED FROM TIME TO TIME, BY AND AMONG THE MAKER, POWERSCOURT INVESTMENTS XXV TRUST, AS ASSIGNEE OF POWERSCOURT INVESTMENTS XXV, LP AS LENDER, HORIZON FUNDING TRUST 2022-1, AS ASSIGNEE OF HORIZON TECHNOLOGY FINANCE CORPORATION (“HORIZON”) AS LENDER, HORIZON FUNDING I, LLC (THE “HORIZON SUBORDINATION AGREEMENT”).
