AGREEMENT AND PLAN OF MERGER AND REORGANIZATION BY AND AMONG MAST THERAPEUTICS, INC., VICTORIA MERGER CORP., AND SAVARA INC., Dated as of January 6, 2017Merger Agreement • January 9th, 2017 • Mast Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION, is made and entered into as of January 6, 2017 (this “Agreement”), by and among MAST THERAPEUTICS, INC. a Delaware corporation (“Parent”), VICTORIA MERGER CORP., a Delaware corporation (“Merger Sub”) and SAVARA INC., a Delaware corporation (“Company”). Parent, Merger Sub and Company are each a “Party” and referred to collectively herein as the “Parties.” Certain capitalized terms used in this Agreement are defined in Exhibit A.
Mast Therapeutics, Inc. Lock-Up Agreement January 6, 2017Lock-Up Agreement • January 9th, 2017 • Mast Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Lock-Up Agreement (this “Agreement”) is executed in connection with the Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) by and among Mast Therapeutics, Inc. (the “Parent”), Victoria Merger Corp., (“Merger Sub”), and Savara Inc. (the “Company”), dated as of January 6, 2017. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Merger Agreement.
Voting AgreementVoting Agreement • January 9th, 2017 • Mast Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Voting Agreement (this “Agreement”) is entered into as of January 6, 2017 by and between Savara Inc., a Delaware corporation (the “Company”) and the undersigned stockholders (each, solely as to himself, herself or itself, “Stockholder”) of the Company. Terms not otherwise defined herein shall have the respective meanings ascribed to them in the Merger Agreement (as defined below). If the terms of this Agreement conflict in any way with the provisions of the Merger Agreement, then the provisions of the Merger Agreement shall control.
