Exhibit (d)(3)
Execution Version
LIMITED GUARANTY
This Limited Guaranty, dated as of May 1, 2025 (as may be amended, restated, supplemented or otherwise modified, this “Limited Guaranty”), by Tang Capital Partners, LP (the “Guarantor”), is made in favor of Kronos Bio, Inc. a Delaware corporation (the “Company”) and the Representative to be party to the CVR Agreement (as defined below) (the “Representative”). Reference is hereby made to (i) that certain Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), by and among Concentra Biosciences, LLC, a Delaware limited liability company (“Parent”), Concentra Merger Sub IV, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”) and the Company, pursuant to which, among other things, Merger Sub will merge with and into the Company with the Company continuing as the surviving corporation in the merger as a wholly owned subsidiary of Parent, on the terms and subject to the conditions set forth in the Merger Agreement and (ii) that certain Contingent Value Rights Agreement (the “CVR Agreement”) to be entered into in accordance with the Merger Agreement by and among Parent, Merger Sub, the Rights Agent (as defined in the CVR Agreement) and the Representative. As used in this Limited Guaranty, references to the “Guaranteed Party” shall mean (i) the Company with respect to the Guaranteed Purchase Price Obligation and the Guaranteed Damages Obligation and (ii) the Representative with respect to the Guaranteed CVR Obligation. Capitalized terms used herein but not otherwise defined herein have the meanings ascribed to them in the Merger Agreement or the CVR Agreement.
1. Limited Guaranty.
(a) To induce the Guaranteed Party to enter into the Merger Agreement and the CVR Agreement, the Guarantor, intending to be legally bound, hereby expressly, absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party, subject to the terms and conditions hereof:
(i) With respect to the Company as the Guaranteed Party: (A) the obligation to promptly fund all amounts payable by Parent and/or Merger Sub pursuant to the terms of the Merger Agreement in connection with consummation of the transactions contemplated thereby (for the avoidance of doubt, such obligations shall include payment of Offer Price, the Merger Consideration, the Company Stock Option Cash Consideration and the Restricted Stock Unit Cash Consideration, without duplication) (collectively, the “Guaranteed Purchase Price Obligation”); and (B) the obligation of Parent and/or Merger Sub to pay monetary damages to the Guaranteed Party in connection with fraud or a Willful Breach by Parent or Merger Sub of the Merger Agreement pursuant to a final non-appealable judgment by a court of competent jurisdiction in accordance with Section 9.02 of the Merger Agreement, together with any Enforcement Costs (collectively, the “Guaranteed Damages Obligation”); provided that the maximum amount of the Guaranteed Purchase Price Obligation plus the Guaranteed Damages Obligation shall not exceed $35,000,000 (the “Maximum Guaranteed Purchase Obligations”); and
(ii) With respect to the Representative as the Guaranteed Party: the payment obligations of Parent and Merger Sub and to perform the covenants set forth in the CVR Agreement, including to pay the aggregate CVR Payment Amount (as defined in the CVR Agreement), together with any Enforcement Costs, in each case under and in accordance with the terms, conditions and limitations of the CVR Agreement, subject to, in the case of any such Enforcement Costs payable under the CVR Agreement, the CVR Expense Cap (as defined in the CVR Agreement) (collectively, the “Guaranteed CVR Obligation”, and, together with the Guaranteed Purchase Price Obligation and the Guaranteed Damages Obligation, the “Guaranteed Obligations”), provided that the maximum amount of the Guaranteed CVR Obligation shall not exceed the CVR Proceeds plus all such Enforcement Costs up to the CVR Expense Cap (the “Maximum CVR Obligation” and, together with the Maximum Guaranteed Purchase Obligation, the “Maximum Guaranteed Obligations”).
(b) The Guaranteed Purchase Price Obligation shall be reduced on a dollar-for-dollar basis by the amount that such obligation is actually satisfied by Parent or Merger Sub, as applicable, and the Guaranteed CVR Payment Obligation and Guaranteed Damages Obligation shall be reduced on a dollar-for-dollar basis by the amount that any such obligation is actually satisfied by Parent, Merger Sub or the Company.
(c) Notwithstanding anything herein to the contrary, the Guaranteed Party hereby agrees that (i) in no event will the Guarantor be required to pay to any Person or Persons more than the Maximum Guaranteed