AGREEMENT AND PLAN OF MERGER DATED AS OF FEBRUARY 25, 2024 AMONG ATLAS NEON PARENT, INC., ATLAS NEON MERGER SUB, INC. AND NGM BIOPHARMACEUTICALS, INC.Agreement and Plan of Merger • February 26th, 2024 • NGM Biopharmaceuticals Inc • Pharmaceutical preparations • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of February 25, 2024 (this “Agreement” and, such date, the “Agreement Date”), is entered into by and among Atlas Neon Parent, Inc., a Delaware corporation (“Parent”), Atlas Neon Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and NGM Biopharmaceuticals, Inc., a Delaware corporation (the “Company”).
LIMITED GUARANTYLimited Guaranty • February 26th, 2024 • NGM Biopharmaceuticals Inc • Pharmaceutical preparations • Delaware
This Limited Guaranty, dated as of February 25, 2024 (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 NGM Biopharmaceuticals, Inc., a Delaware corporation (the “Guaranteed Party”). Reference is hereby made to 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. Capitalized terms used herein but not otherwise defined herein have the meanings ascribed to them in the Merger Agreement.
