AGREEMENT AND PLAN OF MERGER by and among PIERIS PHARMACEUTICALS, INC., POLO MERGER SUB, INC. and PALVELLA THERAPEUTICS, INC. Dated as of July 23, 2024Merger Agreement • July 24th, 2024 • Pieris Pharmaceuticals, Inc. • Pharmaceutical preparations • Nevada
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of July 23, 2024, is entered into by and among Pieris Pharmaceuticals, Inc., a Nevada corporation (“Public Company”), Polo Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Public Company (the “Merger Sub”), and Palvella Therapeutics, Inc. a Delaware corporation (“Merger Partner”).
PUBLIC COMPANY SUPPORT AGREEMENTSupport Agreement • July 24th, 2024 • Pieris Pharmaceuticals, Inc. • Pharmaceutical preparations • Nevada
This Support Agreement (this “Agreement”) is made and entered into as of July 23, 2024, by and among Palvella Therapeutics, Inc. a Delaware corporation (“Merger Partner”), Pieris Pharmaceuticals, Inc., a Nevada corporation (“Public Company”), and the undersigned stockholder (the “Stockholder”) of Public Company.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 24th, 2024 • Pieris Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of July 23, 2024, by and among Pieris Pharmaceuticals, Inc., a Nevada corporation (the “Company”), and each purchaser identified on Exhibit A hereto and each Convertible Note Purchaser (as defined below) who becomes a party to this Agreement in accordance with Section 6.1 below (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
FORM OF CONTINGENT VALUE RIGHTS AGREEMENT by and among PIERIS PHARMACEUTICALS, INC., SHAREHOLDER REPRESENTATIVE SERVICES LLC, as the Holder Representative, and COMPUTERSHARE INC. and COMPUTERSHARE TRUST COMPANY, N.A., acting jointly as Rights Agent...Contingent Value Rights Agreement • July 24th, 2024 • Pieris Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [●], 2024 (this “Agreement”), is by and among Pieris Pharmaceuticals, Inc., a Nevada corporation (“Public Company”), Computershare Inc., a Delaware corporation (“Computershare”) and its affiliate Computershare Trust Company, N.A., a federally chartered trust company (together with Computershare, the “Rights Agent”), and Shareholder Representative Services LLC, a Colorado limited liability company (the “Holder Representative”), acting solely in its capacity as the representative, agent and attorney-in-fact of the Holders (as defined below), in favor of each Person who from time to time holds one or more contingent value rights to receive the Payments (as defined below) upon the occurrence of one or more CVR Events (as defined below) (each such contingent value right, a “CVR”), subject to the terms and conditions set forth herein. Each of the parties hereto shall be referred to as a “Party” and, collectively, as the “Parties.”
MERGER PARTNER SUPPORT AGREEMENTMerger Partner Support Agreement • July 24th, 2024 • Pieris Pharmaceuticals, Inc. • Pharmaceutical preparations • Nevada
This Support Agreement (this “Agreement”) is made and entered into as of July 23, 2024, by and among Palvella Therapeutics, Inc. a Delaware corporation (“Merger Partner”), Pieris Pharmaceuticals, Inc., a Nevada corporation (“Public Company”), and the undersigned stockholder (the “Stockholder”) of Merger Partner.
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • July 24th, 2024 • Pieris Pharmaceuticals, Inc. • Pharmaceutical preparations
The undersigned signatory of this lock-up agreement (this “Lock-Up Agreement”) understands that Pieris Pharmaceuticals, Inc., a Nevada corporation (“Public Company”), has entered into an Agreement and Plan of Merger, dated as of July 23, 2024 (as the same may be amended from time to time, the “Merger Agreement”) with Polo Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Public Company, and Palvella Therapeutics, Inc. a Delaware corporation, a Delaware corporation (“Merger Partner”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.
