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PRIVILEGED AND CONFIDENTIAL
FORM OF TENDER AND SUPPORT
This TENDER AND SUPPORT AGREEMENT
(this "Agreement"), dated as of May 21, 2023, is entered into by and among Ironwood Pharmaceuticals, Inc., a Delaware
corporation ("Parent"), and each of the Persons set forth on Schedule A hereto (each, a "Stockholder"
and together with Parent, the "Parties" and each, a "Party"). All terms used but not otherwise defined
in this Agreement shall have the respective meanings ascribed to such terms in the Transaction Agreement (as defined below).
WHEREAS, as of the close of
business on May 17, 2023, each Stockholder (a) is the record and beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of
the number of Shares (including Company Restricted Shares) set forth opposite such Stockholder's name on Schedule A (all
such Shares, together with any New Shares (as defined below) such Stockholder acquires record or beneficial ownership on or after the
date hereof until this Agreement shall have been validly terminated in accordance with Section 5.2, whether by purchase, upon exercise,
vesting, settlement or conversion of any securities or otherwise, the "Subject Shares"), and (b) holds the number of
shares of Company Stock Options and Company RSU Awards covering, in each case, the number of Shares set forth opposite such Stockholder's
WHEREAS, Parent and VectivBio
Holding AG, a corporation limited by shares organized under the laws of Switzerland (the "Company"), have entered into
a Transaction Agreement, dated as of May 21, 2023 (as it may be amended from time to time, the "Transaction Agreement"),
which provides, among other things, for Parent to commence a cash tender offer (the "Offer") to purchase all of the
outstanding Shares of the Company (subject to the Minimum Condition) and, following the completion of the Offer and provided that at such
time Parent directly or indirectly has acquired or controls at least 90% of the then outstanding Shares (excluding Shares held by the
Company or any of its Subsidiaries), for the Company and Ironwood Pharmaceuticals GmbH, a limited liability company organized under the
laws of Switzerland and a Subsidiary of Parent, to consummate a statutory squeeze-out merger pursuant to which the Company will be merged
with Merger Sub and Merger Sub will continue as the surviving entity (the "Merger"), each upon the terms and subject
to the conditions set forth in the Transaction Agreement;
WHEREAS, the Company Board
has unanimously approved the execution, delivery and performance by the Company of the Transaction Agreement and the consummation of the
transactions contemplated thereby, including the Offer; and
WHEREAS, as a condition and
inducement to Parent's willingness to enter into the Transaction Agreement, each Stockholder, severally and not jointly, and on
such Stockholder's own account with respect to such Stockholder's Subject Shares, has agreed to enter into this Agreement.
NOW, THEREFORE, in consideration
of the foregoing and the respective representations, warranties, covenants and agreements set forth below and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, do hereby agree
AGREEMENT TO TENDER AND VOTE
Agreement to Tender. Subject to the terms of this Agreement, each Stockholder agrees to validly tender or cause to be tendered
in the Offer all of such Stockholder's Subject Shares (for clarity, other than Company Stock Options and Company RSU Awards, in
each case, that are outstanding and unexercised or unsettled (as applicable) immediately prior to the Expiration Date) pursuant to and
in accordance with the terms of the Offer, free and clear of all Liens except for Permitted Liens (as defined below). Without limiting
the generality of the foregoing, as promptly as practicable after, but in no event later than (1) the later of fifteen (15) Business Days
after the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer or the date of delivery of the letter of
transmittal with respect to the Offer or, with respect to shares held in "street name", the date of delivery of materials
from the applicable nominee or broker providing executable instructions regarding tendering into the Offer (but in any event prior to
the Expiration Date) or (2) in respect of New Shares, no later than the earlier of (i) five (5) Business Days of the Stockholder acquiring
such New Shares and (ii) the Expiration Date, each Stockholder shall deliver or cause to be delivered (whether by providing instruction
to such Stockholder's broker or such other Person that is the holder of record of any Subject Shares beneficially owned by such
Stockholder, or otherwise) pursuant to the terms of the Offer (a) a letter of transmittal with respect to all of such Stockholder's
Subject Shares complying with the terms of the Offer, (b) an "agent's message" (or such other evidence, if any, of transfer
as the Paying Agent may reasonably request) in the case of Subject Shares that are represented by book-entry, and (c) all other documents
or instruments, to the extent applicable, required to be delivered by other shareholders of the Company pursuant to the terms of the Offer
in order to effect the valid tender of the Subject Shares (it being understood that this sentence shall not apply to Company Stock Options
or Company RSU Awards, in each case, that are outstanding and unexercised or unsettled (as applicable) immediately prior to the Expiration
Date). Each Stockholder agrees that, once any of such Stockholder's Subject Shares are tendered, such Stockholder will not withdraw
or cause to be withdrawn any such Subject Shares from the Offer, unless and until this Agreement shall have been validly terminated in
accordance with Section 5.2. For clarity, no Stockholder shall be required to exercise (or be prohibited from exercising) any unexercised
Company Stock Options held by such Stockholder in order to comply with any provision of this Agreement, but any New Shares that are issued
during the term of this Agreement in connection with the exercise of any Company Stock Option or settlement of any Company RSU Award shall
immediately upon such issuance become subject to those provisions of this Agreement that are not otherwise applicable to unexercised Company
Stock Options or unsettled Company RSU Awards.
to Vote. Subject to the terms of this Agreement, each Stockholder hereby irrevocably and unconditionally agrees that, from and
after the date hereof and until this Agreement is validly terminated in accordance with Section 5.2, at any meeting of the
shareholders of the Company (including the Company Shareholder Meeting), however called, including any postponement thereof, and in
connection with any action proposed to be taken by written consent of the shareholders of the Company, such Stockholder shall, in
each case to the fullest extent that such Stockholder's Subject Shares are entitled to vote thereon: (a) appear at each such
meeting or otherwise cause all such Subject Shares to be counted as represented thereat for purposes of determining a quorum; and
(b) be present or represented (in person or by proxy) and vote (or cause to be voted), or deliver (or cause to be delivered) a
written consent with respect to, all of its Subject Shares (i) for the approval and adoption of the Articles Amendment, the Board
Modification, and, subject to the occurrence of the Acceptance Time and satisfaction of the applicable requirements under the
Exchange Act and Nasdaq Rules, the Delisting, (ii) against any proposal or motion not recommended by the Company Board that would be
inconsistent with condition (c) set forth in Exhibit A of the Transaction Agreement; and (iii) against any change in the Company
Board (other than re-elections proposed to the Annual Company Shareholder Meeting and the Board Modification). Until the Subject
Shares are accepted for payment in the Offer, each Stockholder shall retain at all times the right to vote the Subject Shares in
such Stockholder's sole discretion on any matters other than those set forth in this Section 1.2 that are at any time
or from time to time presented for consideration to the shareholders of the Company generally. Except as set forth in this Section
1.2, nothing in this Agreement shall limit the right of any Stockholder to vote in favor of, against or abstain with respect to
any matter presented to the shareholders of the Company.
REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS
Each Stockholder represents
and warrants, on its own account with respect to such Stockholder's Subject Shares, to Parent as to such Stockholder on a several
and not joint basis, that:
Authorization; Binding Agreement. Such Stockholder has full legal capacity, right and authority to execute and deliver this
Agreement and to perform such Stockholder's obligations hereunder. This Agreement has been duly and validly executed and delivered
by such Stockholder and constitutes a valid and binding obligation of such Stockholder enforceable against such Stockholder in accordance
with its terms, except as such enforcement may be subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
other similar Laws of general applicability relating to or affecting creditors' rights, and by general equitable principles. If
such Stockholder is married, and any of the Subject Shares of such Stockholder constitute community property or otherwise need spousal
or other approval for this Agreement to be legal, valid and binding, a spousal consent substantially in the form attached as Exhibit
A hereto has been duly executed and delivered by such Stockholder's spouse and, assuming the due authorization, execution and
delivery hereof by Parent, is enforceable against such Stockholder's spouse in accordance with its terms, except as such enforcement
may be subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws of general applicability
relating to or affecting creditors' rights, and by general equitable principles.
2.2 Non-Contravention.
Neither the execution and delivery of this Agreement by such Stockholder nor the consummation of the transactions contemplated
hereby nor compliance by such Stockholder with any provisions herein will (a) require any consent, approval, authorization or permit
of, or filing with or notification to, any Governmental Entity on the part of such Stockholder, except for compliance with the
applicable requirements of the Securities Act, the Exchange Act or the securities Laws of any state or other jurisdiction and the
rules and regulations promulgated thereunder, (b) violate, conflict with, or result in a breach of any provisions of, or require any
consent, waiver or approval or result in a default or loss of a benefit (or give rise to any right of termination, cancellation,
modification or acceleration or any event that, with the giving of notice, the passage of time or otherwise, would constitute a
default or give rise to any such right) under any of the terms, conditions or provisions of any Contract or other legally binding
instrument or obligation to which such Stockholder is a party or by which such Stockholder or any of its assets may be bound, (c)