FIRST AMENDMENT TO
This First Amendment (this Amendment) is made and entered into as of January 26, 2020, and amends that certain Agreement and Plan of Merger and Reorganization (the Merger Agreement, and together as amended by the Amendment, the Amended Agreement), dated as of December 13, 2019, by and among Organovo Holdings, Inc., a Delaware corporation (Organovo), Opal Merger Sub, Inc., a Delaware corporation (Merger Sub), and Tarveda Therapeutics, Inc. (Buyer). Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Merger Agreement.
WHEREAS, the undersigned parties to the Merger Agreement desire to amend the terms and conditions of the Merger Agreement as set forth herein;
WHEREAS, pursuant to Section 10.2 of the Merger Agreement, the Merger Agreement may be amended with the approval of the respective Board of Directors of Buyer, Merger Sub and Organovo; and
WHEREAS, the respective Board of Directors of Buyer, Merger Sub and Organovo have authorized each of Buyer, Merger Sub and Organovo entering into this Amendment.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:
1.1 The parties hereby agree that Section 5.20 of the Merger Agreement is amended and restated in its entirety as follows:
5.20 Organovo Asset Sale. Buyer and Organovo agree that Organovo shall not, without the prior written consent of Buyer, sell, assign, or otherwise dispose of, in one or more transactions, its IP Rights, inventory, equipment and related agreements, assets and technology at any time prior to or concurrent with the Closing (each an Organovo Asset Sale).
1.2 The parties hereby agree that Section 6.3 of the Merger Agreement is amended and restated in its entirety as follows:
6.3 Stockholder Approval. This Agreement, the Merger and the other transactions contemplated by this Agreement shall have been duly adopted and approved by the required Buyer Stockholder Vote, and the matters referenced in subsections (i) and (ii) of the Organovo Stockholder Proposals definition shall have been duly approved by the Required Organovo Stockholder Vote.