The merger agreement has been unanimously approved by the Board of Directors of ARS and Silverback. The merger agreement is subject to approvals by the stockholders of ARS and Silverback, the shares of Silverback common stock to be issued in the Merger being approved for listing on the Nasdaq Stock Market, the expiration or termination of the applicable waiting period (and any extensions thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, Silverback's net cash as of Closing being no less than $210 million nor greater than $255 million, subject to Silverback's ability to declare a dividend equal to the net cash in excess of $255 million and other customary closing conditions. Additionally, in the event of a termination under certain circumstances by Silverback to enter into an alternative superior transaction, a termination fee of $10 million may be payable by Silverback to ARS. Upon termination of the Merger Agreement by ARS or Silverback in certain circumstances a termination fee of $6 million may be payable by ARS to Silverback or by Silverback to ARS. The merger agreement provides that the Board of Directors of the combined company will be comprised of ten members, including seven from ARS and three from Silverback. Richard Lowenthal will serve as Chief Executive Officer and president of the combined company. and will be headquartered in San Diego, California. Upon closing of the transaction, Silverback will be renamed ARS Pharmaceuticals, Inc. Pursuant to amendment, Parent Net Cash, as finally determined pursuant to Section 1.6, shall not be less than $210,000,000 nor greater than $265,000,000 provided, however, that if Parent Net Cash is greater than $265,000,000, Parent may declare a Permitted Dividend in the amount of such excess to satisfy such condition. Upon stockholder approval, the combined company is expected to operate under the name ARS Pharmaceuticals and trade on the Nasdaq Capital Market under the ticker symbol SPRY. Upon closing, Silverback equity holders are expected to own approximately 37% of the combined company and pre-merger ARS equity holders are expected to own approximately 63% of the combined company on a fully-diluted basis. As of October 25, 2022, Silverback Therapeutics and ARS Pharmaceuticals entered in to second amendment. Pursuant to which a wholly owned subsidiary of Silverback will merge with and into ARS Pharma, with ARS Pharma surviving as a wholly owned subsidiary of Silverback (the Merger).

As of August 11, 2022, Silverback Therapeutics and ARS Pharmaceuticals entered in to first amendment.

The combined company is expected to have approximately $265 million in cash, cash equivalents and marketable securities at closing. As of November 2, 2022, the final Exchange Ratio will be 1.1819. At the effective time of the Merger, each outstanding share of common stock of ARS Pharma will be converted into the right to receive approximately 1.2441 shares of common stock of Silverback. ARS will merge with Silverback in an all-stock transaction. from a group of shareholders for approximately $270 million in a reverse merger transaction on July 21, 2022. entered into a definitive agreement to acquire Silverback Therapeutics, Inc. (NasdaqGM:SBTX) from a group of shareholders in a reverse merger transaction on June 10, 2022. executed the letter of intent to acquire Silverback Therapeutics, Inc.

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