AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among: PULMATRIX, Inc.; PCL Merger Sub, Inc.; PCL Merger Sub II, LLC; and cULLGEN Inc. Dated as of November 13, 2024Merger Agreement • November 13th, 2024 • Pulmatrix, Inc. • Pharmaceutical preparations • Delaware
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 13th, 2024 • Pulmatrix, Inc. • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of [●], among Cullgen Inc., a Delaware corporation (the “Company”), Pulmatrix, Inc. (“Parent”), a Delaware corporation, and each of the several holders of shares of Company Capital Stock signatory hereto (each such holder, a “Company Holder” and, collectively, the “Company Holders”).
FORM OF COMPANY STOCKHOLDER SUPPORT AGREEMENTCompany Stockholder Support Agreement • November 13th, 2024 • Pulmatrix, Inc. • Pharmaceutical preparations • Delaware
This Support Agreement (this “Agreement”) is made and entered into as of [•], 2024, by and among Cullgen Inc., a Delaware corporation (the “Company”), Pulmatrix, Inc., a Delaware corporation (“Parent”), and the undersigned holder (the “Stockholder”) of Shares (as defined below) of the Company. Capitalized terms used herein but not otherwise defined shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • November 13th, 2024 • Pulmatrix, Inc. • Pharmaceutical preparations
The undersigned signatory of this lock-up agreement (this “Lock-Up Agreement’’) understands that Pulmatrix, Inc., a Delaware corporation (“Parent”), is entering into an Agreement and Plan of Merger, dated as of November [●], 2024 (as the same may be amended from time to time, the “Merger Agreement’’) with PCL Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent, PCL Merger Sub II, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent, and Cullgen Inc., a Delaware corporation (the “Company”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.
