AGREEMENT AND PLAN OF MERGER BY AND AMONG VECTIVBIO HOLDING AG COMET MERGER SUB, INC. COMET THERAPEUTICS, INC. AND STICHTING DEPOSITARY INKEF INVESTMENT FUND, AS STOCKHOLDER REPRESENTATIVE Dated as of August 30, 2021Agreement and Plan of Merger • April 7th, 2022 • VectivBio Holding AG • Biological products, (no disgnostic substances) • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of August 30, 2021, by and among VectivBio Holding AG, a Swiss corporation (“Parent”), Comet Merger Sub, Inc., a Delaware corporation, all of whose stock is owned by Parent or the Exchange Agent (“Merger Sub”), Comet Therapeutics, Inc., a Delaware corporation (the “Company”) and Stichting Depositary Inkef Investment Fund, solely in its capacity as Stockholder Representative hereunder. Capitalized terms used and not otherwise defined herein have the meanings set forth in Section 1.1.
DATED 26 MARCH 2022 VECTIVBIO HOLDING AGandKREOS CAPITAL VI (EXPERT FUND) LP WARRANT AGREEMENTWarrant Agreement • April 7th, 2022 • VectivBio Holding AG • Biological products, (no disgnostic substances)
(1)VECTIVBIO HOLDING AG a public corporation, incorporated and organized under the laws of Switzerland, having its registered office in Aeschenvorstadt 36, 4051 Basel Switzerland, and registered with the commercial register of the Canton of Basel-Stadt under the company identification number CHE-289.024.902 (the Company);
AMENDMENT NO. 3 TO PURCHASE AGREEMENTPurchase Agreement • April 7th, 2022 • VectivBio Holding AG • Biological products, (no disgnostic substances)
This Amendment No. 3 to Purchase Agreement (this “Amendment”) is made and entered into as of November 25, 2021, by and among VectivBio Holding AG (“New Holdco”), CTI Life Sciences Fund, L.P. (“CTI”), Fonds de solidarité des travailleurs du Québec (FTQ) (“FTQ”) and Ferring International Center SA (“Ferring” and, together with CTI and FTQ, the “GLyPharma Shareholders”) in their capacity as the former shareholders of GLyPharma Therapeutic Inc. (“GLyPharma”). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in that certain Share Purchase Agreement, made and entered as of September 30, 2018, by and among New Holdco, GLyPharma Therapeutic Inc. and the GLyPharma Shareholders, as amended thereafter by Amendment No. 1 to Purchase Agreement, dated May 9, 2019 and Amendment No. 2 to Purchase Agreement, dated December 12, 2019 (the “Purchase Agreement”).
