FORM OF COMPANY VOTING AGREEMENT ANHEART THERAPEUTICS LTD. VOTING AGREEMENTVoting Agreement • March 25th, 2024 • Nuvation Bio Inc. • Pharmaceutical preparations • Delaware
THIS VOTING AGREEMENT (this “Agreement”), dated as of March 24, 2024, is made by and among ANHEART THERAPEUTICS LTD., an exempted company incorporated under the laws of the Cayman Islands (the “Company”), NUVATION BIO INC., a Delaware corporation (“Parent”), and the undersigned holder (“Shareholder”) of shares of the Company.
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION by and among Nuvation Bio Inc., Artemis Merger Sub I, Ltd., Artemis Merger Sub II, Ltd. and AnHeart Therapeutics Ltd Dated as of March 24, 2024Merger Agreement • March 25th, 2024 • Nuvation Bio Inc. • Pharmaceutical preparations • 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 March 24, 2024, by and among: NUVATION BIO INC., a Delaware corporation (“Parent”); ARTEMIS MERGER SUB I, LTD., an exempted company incorporated under the laws of the Cayman Islands and a direct, wholly owned subsidiary of Parent (“Merger Sub I”); ARTEMIS MERGER SUB II, LTD., an exempted company incorporated under the laws of the Cayman Islands and a direct, wholly owned subsidiary of Parent (“Merger Sub II” and, collectively with Merger Sub I, “Merger Subs”); and ANHEART THERAPEUTICS LTD., an exempted company incorporated under the laws of the Cayman Islands (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • March 25th, 2024 • Nuvation Bio Inc. • Pharmaceutical preparations
The undersigned signatory of this lock-up agreement (this “Lock-Up Agreement”) understands that Nuvation Bio Inc., a Delaware corporation (including any successor thereto, “Parent”), has entered into an Agreement and Plan of Merger and Reorganization, dated as of March 24, 2024 (as the same may be amended from time to time, the “Merger Agreement”) with Artemis Merger Sub I, Ltd., an exempted company incorporated under the laws of the Cayman Islands and a direct, wholly owned subsidiary of Parent (“Merger Sub I”), Artemis Merger Sub II, Ltd., an exempted company incorporated under the laws of the Cayman Islands and a direct, wholly owned subsidiary of Parent (“Merger Sub II” and, together with Merger Sub I, collectively, “Merger Subs”), and AnHeart Therapeutics Ltd., an exempted company incorporated under the laws of the Cayman Islands (the “Company”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreemen
FORM OF PARENT VOTING AGREEMENT NUVATION BIO INC. VOTING AGREEMENTVoting Agreement • March 25th, 2024 • Nuvation Bio Inc. • Pharmaceutical preparations • Delaware
THIS VOTING AGREEMENT (this “Agreement”), dated as of March 24, 2024, is made by and among NUVATION BIO INC., a Delaware corporation (“Parent”), ANHEART THERAPEUTICS LTD., an exempted company incorporated under the laws of the Cayman Islands (the “Company”), and the undersigned holder (“Stockholder”) of shares of capital stock of Parent (the “Shares”) as set forth on Schedule 1 attached hereto.
