On March 18, 2020, NewLink Genetics Corporation completed its business combination with Lumos Pharma Inc. (Lumos) in accordance with the terms of the Agreement and Plan of Merger and Reorganization, dated as of September 30, 2019, by and among the Company, Cyclone Merger Sub Inc. (“ Merger Sub”), and Lumos (as amended, the “ Merger Agreement”), pursuant to which Merger Sub merged with and into Lumos, with Lumos surviving as a wholly-owned subsidiary of the Company (the “ Merger”). Pursuant to the Merger Agreement, on March 18, 2020, effective as of the Effective Time, Ernest J. Talarico and Matthew L. Sherman, M.D. resigned from the Board and any respective committees of the Board on which they served, which resignations were not the result of any disagreements with the Company relating to the Company's operations, policies or practices. Also, on March 17, 2020, pursuant to the Merger Agreement, the Board appointed, effective as of the Effective Time, Richard J. Hawkins, Emmett T. Cunningham, Jr., M.D. and Kevin Lalande as directors of the Company.

The newly appointed non-employee directors are expected to receive compensation and equity awards comparable to the other non-employee directors of the Company. The Board plans to evaluate the compensation and equity awards for non-employee directors following closing of the Merger. Mr. Hawkins, a newly appointed member of the Board, is a founder of Lumos and as a result of the Merger, received rights to approximately 716,306 shares of the Company's common stock in exchange for common stock of Lumos that Mr. Hawkins held immediately prior to the Merger and options to purchase approximately 19,535 shares of Company common stock in exchange for options to purchase Lumos common stock under the Lumos 2016 Plan.

Dr. Cunningham, a newly appointed member of the Board, also serves as a Senior Managing Director in the Life Sciences group of The Blackstone Group Inc., which is an affiliate of Clarus Lifesciences, III, L.P. (“ Clarus”). Clarus currently holds more than 5% of the Company's outstanding common stock. As a result of the Merger, Clarus received, in the aggregate, rights to approximately 466,018 shares of the Company's common stock in exchange for Series B Preferred Stock of Lumos that Clarus held immediately prior to the Merger.

Mr. Lalande, a newly appointed member of the Board, also serves as a managing director of SHV Management Services II, LLC, which is an affiliate of Santé Health Ventures II, L.P. (“ Santé Health”). As a result of the Merger, Santé Health received, in the aggregate, rights to approximately 407,766 shares of Company common stock in exchange for Series A Preferred Stock and Series B Preferred Stock of Lumos that Santé Health held immediately prior to the Merger. Audit Committee - On March 17, 2020, Chad Johnson and Dr. Cunningham were appointed, effective immediately after the Effective Time, to the audit committee of the Board and together with Lota Zoth, who will continue to serve as the chairman of the audit committee, will comprise the audit committee of the Board, effective as of the Effective Time.

Compensation Committee - On March 17, 2020, Mr. Lalande was appointed, effective immediately after the Effective Time, to the compensation committee of the Board. Thomas A. Raffin, M.D. will continue to serve as the chairman of the compensation committee and together with Ms. Zoth, and Mr. Lalande will comprise the compensation committee of the Board, effective as of the Effective Time. Nominating and Corporate Governance Committee - On March 17, 2020, Mr. Johnson was appointed, effective immediately after the Effective Time, to serve as the chair of the nominating and corporate governance committee of the Board and together with Dr. Raffin will comprise the nominating and corporate governance committee of the Board, effective as of the Effective Time.

Pursuant to the Merger Agreement, on March 17, 2020, the Board appointed Mr. Hawkins, effective immediately after the Effective Time, as the Company's Chief Executive Officer and John McKew as the Company's Chief Science Officer. Also effective immediately after the Effective Time, the Office of the CEO of the Company was disbanded and Bradley J. Powers, General Counsel of the Company, who has served as principal executive officer of the Company since August 3, 2019, resigned as principal executive officer of the Company and Mr. Hawkins, as Chief Executive Officer, will serve as the principal executive officer of the Company; Mr. Powers will continue to serve as General Counsel of the Company. There are no family relationships among any of the Company's directors and executive officers.

Richard J. Hawkins has served as President and Chief Executive Officer and as a member of the Lumos board of directors since January 2011. In addition, Mr. Hawkins currently serves on the board of directors of several life sciences companies, including Cytori Therapeutics Inc. and Savara Inc., and previously served on the board of directors of SciClone Pharmaceuticals Inc. until its acquisition in October 2017. John McKew, Ph.D., has served as the Chief Science Officer of Lumos since 2016.

From 2014 until 2016, Dr. McKew was V.P. of research for aTyr Pharma Inc. where he led research aimed at understanding and harnessing the therapeutic potential of tRNA synthetases. Employment Arrangements - Lumos has entered into employment agreements or offer letter agreements with and has granted stock options to certain of its executive officers, including its Chief Executive Officer and Chief Science Officer. Below is a description of the arrangements that Lumos has entered into with its named executive officers, including any stock option grants, several of which provide for acceleration of vesting in the event of a change of control of Lumos, which occurred in the Merger.

Lumos entered into an employment agreement with its Chief Executive Officer, Mr. Hawkins, in January 2014 setting forth the terms of his employment. Mr. Hawkins' employment with the Company will continue under the terms of his current employment agreement but the Company plans to enter into a new employment agreement with Mr. Hawkins following the closing of the Merger, subject to agreement of terms between the parties and Board approval of any such employment agreement.