AGREEMENT AND PLAN OF MERGER by and among AILERON THERAPEUTICS, INC. AT MERGER SUB I, INC., AT MERGER SUB II, LLC and LUNG THERAPEUTICS, INC. Dated as of October 31, 2023Merger Agreement • October 31st, 2023 • Aileron Therapeutics Inc • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of October 31, 2023, by and among Aileron Therapeutics, Inc., a Delaware corporation (“Parent”), AT MERGER SUB I, INC., a Delaware corporation (“First Merger Sub”), AT MERGER SUB II, LLC, a Delaware limited liability company (“Second Merger Sub” and together with First Merger Sub, “Merger Subs”), and Lung Therapeutics, Inc., a Texas corporation (the “Company”).
FORM OF WARRANTWarrant Agreement • October 31st, 2023 • Aileron Therapeutics Inc • Pharmaceutical preparations • New York
Aileron Therapeutics, Inc., a company incorporated under the laws of Delaware (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [HOLDER], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after [_____________] (the “Initial Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date, (as defined below), [______________] ([_____________])1 fully paid non-assessable shares of Common Stock (as defined below), subject to adjustment as provided herein (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”), shall have
LUNG THERAPEUTICS, INC.Employment Agreement • October 31st, 2023 • Aileron Therapeutics Inc • Pharmaceutical preparations
As you know, Lung Therapeutics Inc. (the “Company”) previously entered into an Employment Agreement with you dated February 1, 2015 (“Agreement”). The Company desires to modify the Agreement effective February 26, 2020, the date of the Board of Directors meeting at which the Board approved an incentive option for you, by adding new Section 3.1 to the Agreement as follows:
LUNG THERAPEUTICS, INC.Employment Agreement • October 31st, 2023 • Aileron Therapeutics Inc • Pharmaceutical preparations
As you know, Lung Therapeutics, Inc. (the “Company”) previously entered into an Employment Agreement with you dated February 1, 2015, as modified by Letter Agreement dated February 11, 2023 (collectively, the “Agreement”). The Company desires to modify the Agreement effective October 30, 2023, as follows:
LUNG THERAPEUTICS, INC. EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • October 31st, 2023 • Aileron Therapeutics Inc • Pharmaceutical preparations • Texas
This Executive Employment Agreement (this “Agreement”) is entered into as of February 1, 2014 (the “Effective Date”) by and between Lung Therapeutics, Inc., a Texas corporation (the “Company”), and James Brian Windsor (“Executive”).
STOCK AND WARRANT PURCHASE AGREEMENTStock and Warrant Purchase Agreement • October 31st, 2023 • Aileron Therapeutics Inc • Pharmaceutical preparations • Delaware
THIS STOCK AND WARRANT PURCHASE AGREEMENT (this “Agreement”) is dated as of October 31, 2023, by and among Aileron Therapeutics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on Annex A hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 31st, 2023 • Aileron Therapeutics Inc • Pharmaceutical preparations • Delaware
This Registration Rights Agreement (this “Agreement”) is dated as of November 2, 2023, by and among Aileron Therapeutics, Inc., a Delaware corporation (the “Company”), and the several purchasers signatory hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
