AGREEMENT AND PLAN OF MERGER DATED AS OF JULY 16, 2023 AMONG MEDIPACIFIC, INC., MEDIPACIFIC SUB, INC. AND PARDES BIOSCIENCES, INC.Agreement and Plan of Merger • July 17th, 2023 • Pardes Biosciences, Inc. • Pharmaceutical preparations • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of July 16, 2023 (this “Agreement” and, such date, the “Agreement Date”), by and among MediPacific, Inc., a Delaware corporation (“Parent”), MediPacific Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Pardes Biosciences, Inc., a Delaware corporation (the “Company”).
LIMITED GUARANTYLimited Guaranty • July 17th, 2023 • Pardes Biosciences, Inc. • Pharmaceutical preparations • Delaware
This Limited Guaranty, dated as of July 16, 2023 (as may be amended, restated, supplemented or otherwise modified, this “Limited Guaranty”), by each of the parties listed on Exhibit A hereto (each, a “Guarantor” and collectively, the “Guarantors”), is made in favor of Pardes Biosciences, Inc., a Delaware corporation (the “Guaranteed Party”). Reference is hereby made to (i) that certain Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), by and among Parent, Merger Sub and the Guaranteed Party, pursuant to which, among other things, Merger Sub will merge with and into the Guaranteed Party with the Guaranteed Party continuing as the surviving corporation in the merger as a wholly owned subsidiary of Parent, on the terms and subject to the conditions set forth in the Merger Agreement and (ii) that certain Contingent Value Rights Agreement (the “CVR Agreement”), by and among the Company, the Rights Agent (as defined in the CVR Agreement) and the Representati
Re: Annualized Base Salary ReductionLetter Agreement • July 17th, 2023 • Pardes Biosciences, Inc. • Pharmaceutical preparations
This letter agreement sets forth the mutual agreement between you and Pardes Biosciences, Inc. (the “Company”) that effective as of July 16, 2023, your annualized base salary shall be reduced from $625,000 to $312,500 (the “Base Salary Reduction”). Notwithstanding the Base Salary Reduction, in connection with any “qualified termination event” under the Company’s Executive Severance Plan, your severance benefit under the Executive Severance Plan shall be based upon your annualized base salary in effect immediately prior to the Base Salary Reduction, including with respect to your annual target bonus.
