SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER
This Second Amendment, dated as of February 8, 2019 (the Second Amendment), to the Agreement and Plan of Merger, dated as of December 20, 2018 (this Agreement), is entered into by and among Sana Biotechnology, Inc., a Delaware corporation (Parent), Sana Biotechnology, IV, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (Merger Sub), Cobalt Biomedicine, Inc., a Delaware corporation (the Company), and VentureLabs VI, Inc., a Delaware corporation, solely in its capacity as the Stockholders Representative (Stockholders Representative), as amended.
WHEREAS, Parent, Merger Sub, the Company and Stockholders Representative are parties to the Agreement and wish to amend the Agreement in accordance with the terms of this Second Amendment.
WHEREAS, pursuant to Section 9.7 of the Agreement, the Agreement may be amended by an instrument in writing signed by the parties hereto, which shall be by action taken by or on behalf of their respective boards of directors.
WHEREAS, the actions required by Section 9.7 of the Agreement to enter into this Second Amendment have been taken by or on behalf of the board of directors of each party to this Second Amendment.
NOW THEREFORE, in consideration of the respective covenants and promises contained herein and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto agree as follows:
1. Defined Terms. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement.
2. Amendment to Section 1.13 of the Agreement. The first sentence of Section 1.13 of the Agreement is hereby amended and restated in its entirety to read as follows:
If the Series A-2 Financing has not been consummated on or prior to February 15, 2019 in a manner that satisfies the condition set forth in Section 6.1(d), the Company may provide written notice to Parent that it is triggering the alternative transaction structure mechanics described in this Section 1.13.
3. Amendment to Section 5.1 of the Agreement. The references to February 8, 2019 in Sections 5.1(d), 5.1(e) and 5.1(k) shall be amended and restated to read February 15, 2019.