AGREEMENT AND PLAN OF MERGER by and among IMMPACT BIO USA INC., LYELL IMMUNOPHARMA, INC., INSPIRE MERGER SUB INC. and WT REPRESENTATIVE LLC, solely in its capacity as the Representative October 24, 2024Merger Agreement • October 24th, 2024 • Lyell Immunopharma, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of October 24, 2024, is made by and among ImmPACT Bio USA Inc., a Delaware corporation (the “Company”), Lyell Immunopharma, Inc., a Delaware corporation (“Parent”), Inspire Merger Sub Inc., a Delaware corporation and wholly owned indirect Subsidiary of Parent (“Merger Sub”), and WT Representative LLC, a Delaware limited liability company, solely in its capacity as the representative, agent and attorney-in-fact of the Company Securityholders (the “Representative”). Parent, Merger Sub and the Company, and, solely in its capacity as the representative for the Company Securityholders and solely to the extent applicable, the Representative, are referred to herein from time to time as a “Party” and collectively as the “Parties.” Capitalized terms used and not otherwise defined herein have the meanings set forth in Article IX.
