December 21, 2018 Windtree Therapeutics, Inc. Warrington, PA 18976 Attention: Legal Department Ladies and Gentlemen:Windtree Therapeutics Inc /De/ • December 21st, 2018 • Biological products, (no disgnostic substances) • Delaware
Reference is hereby made to that certain Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), by and among Windtree Therapeutics, Inc., a Delaware corporation (“Parent”), WT Acquisition Corp., an exempted company with limited liability incorporated under the laws of the Cayman Islands and a direct wholly owned subsidiary of Parent (“Merger Sub”), and CVie Investments Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement.
AGREEMENT AND PLAN OF MERGER by and among WINDTREE THERAPEUTICS, INC., WT ACQUISITION CORP., AND CVIE INVESTMENTS LIMITED Dated as of December 21, 2018Agreement and Plan of Merger • December 21st, 2018 • Windtree Therapeutics Inc /De/ • Biological products, (no disgnostic substances) • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of December 21, 2018, by and among Windtree Therapeutics, Inc., a Delaware corporation (“Parent”), WT Acquisition Corp., an exempted company with limited liability incorporated under the laws of the Cayman Islands and a direct wholly owned subsidiary of Parent (“Merger Sub”), and CVie Investments Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”). Certain capitalized terms used in this Agreement are defined in Section 6.13.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 21st, 2018 • Windtree Therapeutics Inc /De/ • Biological products, (no disgnostic substances)
This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 21, 2018, between Windtree Therapeutics, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 21st, 2018 • Windtree Therapeutics Inc /De/ • Biological products, (no disgnostic substances) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 21, 2018, between Windtree Therapeutics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
