FIRST AMENDMENT TO
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION
THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this First Amendment) is entered into and made effective as of November 6, 2020, by and among PROTEOSTASIS THERAPEUTICS, INC., a Delaware corporation (PTI), PANGOLIN MERGER SUB, INC., a Delaware corporation and wholly-owned subsidiary of PTI (Merger Sub), YUMANITY THERAPEUTICS, INC., a Delaware corporation (the Company), and YUMANITY HOLDINGS, LLC, a Delaware limited liability company (Holdings). PTI, Merger Sub, Holdings and the Company are sometimes individually referred to herein as a Party or collectively referred to herein as the Parties. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merger Agreement (as defined below).
A. The Parties previously entered into that certain Agreement and Plan of Merger and Reorganization dated August 22, 2020 (the Merger Agreement); and
B. Section 10.2 of the Merger Agreement provides that the Merger Agreement may be amended with the approval of the respective boards of directors of the Company, Merger Sub, Holdings and PTI.
C. The Parties desire to amend the Merger Agreement pursuant to the terms and conditions of this First Amendment and the respective boards of directors of the Company, Merger Sub, Holdings and PTI have each approved this First Amendment to be effective as of the date hereof.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and conditions set forth below, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. AMENDMENT TO SECTION 8.5. Section 8.5 of the Merger Agreement is hereby deleted in its entirety and replaced with the following:
8.5 PTI Net Cash. The PTI Net Cash calculation shall be finally determined in accordance with the terms of this Agreement and PTI shall have no less than $28,000,000 of PTI Net Cash as of the Closing as reflected in the PTI Net Cash Financial Certificate.
2. APPLICABLE LAW. This First Amendment shall be governed by, and construed in accordance with, the Laws of the State of Delaware, regardless of the Laws that might otherwise govern under applicable principles of conflicts of laws.
3. HEADINGS. The bold-faced headings contained in this First Amendment are for convenience of reference only, shall not be deemed to be a part of this First Amendment and shall not be referred to in connection with the construction or interpretation of this First Amendment.