AGREEMENT AND PLAN OF MERGER among: ROCHE HOLDINGS, INC., a Delaware corporation, BLUE GIANT ACQUISITION CORP., a Delaware corporation, and POSEIDA THERAPEUTICS, INC., a Delaware corporation Dated as of November 25, 2024Agreement and Plan of Merger • November 26th, 2024 • Poseida Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
This AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of November 25, 2024 (the “Agreement Date”) by and among Roche Holdings, Inc., a Delaware corporation (“Parent”), Blue Giant Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and Poseida Therapeutics, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
FORM OF TENDER AND SUPPORT AGREEMENTTender and Support Agreement • November 26th, 2024 • Poseida Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of November 25, 2024, is by and among Roche Holdings, Inc., a Delaware corporation (“Parent”), Blue Giant Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and the undersigned stockholder (“Stockholder”).
