Contract analysis

Section 1.1 — Definitions. As used in this Agreement, the following terms shall have the meanings set forth below: "Acquisition Proposal" means any inquiry, proposal, or offer from any Person (other than Parent or any of its Affiliates) relating to, in a single transaction or series of related transactions, (a) a merger, consolidation, business combination, recapitalization, liquidation, dissolution, or similar trans

Section 1.2 — Interpretation Rules. Unless the context of this Agreement otherwise requires: (a) words of any gender include each other gender; (b) words using the singular or plural number also include the plural or singular number, respectively; (c) the terms "hereof," "herein," "hereby," "hereto," and derivative or similar words refer to this entire Agreement; (d) the terms "Article," "Section," "Schedule," "Exhib

Section 2.1 — The Merger. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with Section 251 of the DGCL, at the Effective Time, the Company shall be merged with and into Parent. As a result of the Merger, the separate corporate existence of the Company shall cease at the Effective Time, and Parent shall continue as the surviving corporation in the Merger (Parent, as the surv

Section 2.2 — Effective Time. On the Closing Date, the parties shall cause the Certificate of Merger, in substantially the form attached hereto as Exhibit A, to be duly executed, acknowledged, and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the Secretary

Section 2.3 — Effects of the Merger. From and after the Effective Time, the Merger shall have the effects set forth in this Agreement and the applicable provisions of the DGCL, including Section 259 thereof. Without limiting the generality of the foregoing, and subject thereto, from and after the Effective Time, the Surviving Corporation shall thereupon and thereafter possess all the rights, privileges, immunities, p

Section 2.4 — Certificate of Incorporation of the Surviving Corporation. At the Effective Time, the certificate of incorporation of Parent as in effect immediately prior to the Effective Time shall be the certificate of incorporation of the Surviving Corporation, and no amendment to the certificate of incorporation of Parent shall be effected by virtue of the Merger, until duly amended in accordance with the DGCL and

Section 2.5 — Bylaws of the Surviving Corporation. At the Effective Time, the bylaws of Parent as in effect immediately prior to the Effective Time shall be the bylaws of the Surviving Corporation, until duly amended in accordance with the DGCL, the certificate of incorporation of the Surviving Corporation, and such bylaws.

Section 2.6 — Directors and Officers of the Surviving Corporation. At and after the Effective Time, (a) the directors of Parent immediately prior to the Effective Time shall be and continue as the directors of the Surviving Corporation, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until such director's successor is duly elected and qualified, or until

Section 2.7 — Closing. Unless this Agreement shall have been terminated pursuant to Article VIII, and subject to the satisfaction or waiver of the conditions set forth in Article VII (other than conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing), the Closing shall take place at 10:00 a.m., Eastern Time, on the third (3rd) Bu

ARTICLE III — MERGER CONSIDERATION; CONVERSION OF SHARES

Section 3.1 — Conversion of Company Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, the Company, or any holder of any shares of Company Common Stock: (a) Cash Consideration. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares and Dissenting Shares) shall be converted into the right to

Section 3.2 — Cancellation of Parent-Owned Shares. At the Effective Time, each share of Company Common Stock that is owned by Parent, the Surviving Corporation, or any direct or indirect wholly-owned Subsidiary of Parent or the Surviving Corporation immediately prior to the Effective Time (collectively, "Cancelled Shares") shall be automatically cancelled and retired without any conversion thereof and without any pay

Section 3.3 — Treatment of Company Options and Warrants. (a) Company Options. At the Effective Time, each option to purchase shares of Company Common Stock (a "Company Option") that is outstanding and unexercised immediately prior to the Effective Time, whether or not vested, shall be treated as follows: (i) If the per share exercise price of such Company Option is less than the Per Share Merger Consideration (valued

Section 3.4 — Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock that are outstanding immediately prior to the Effective Time and that are held by any holder who has not voted in favor of, or consented in writing to, the Merger and who is entitled to demand and has properly demanded appraisal for such shares in accordance with Section 262 of the DGCL (the "Di

Section 3.5 — Escrow Holdback. At the Closing, the Escrow Amount, being Forty-Six Million Two Hundred Fifty Thousand Dollars ($46,250,000), shall be withheld from the Cash Consideration otherwise payable to holders of Company Common Stock and shall be deposited by Parent with the Escrow Agent (Greystone National Bank, N.A.) pursuant to the Escrow Agreement, substantially in the form attached hereto as Exhibit C. The

Section 3.6 — Exchange Procedures. (a) Exchange Agent. Prior to the Effective Time, Parent shall appoint Columnar Trust Services, Inc. as exchange agent (the "Exchange Agent") for the purpose of exchanging certificates (or evidence of book-entry shares) representing shares of Company Common Stock for the Per Share Merger Consideration. At or prior to the Effective Time, Parent shall deposit, or cause to be deposited,

Section 3.7 — Withholding Rights. Each of Parent, the Surviving Corporation, the Exchange Agent, and the Escrow Agent shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement to any holder of Company Common Stock such amounts as may be required to be deducted and withheld under the Code, or under any applicable provision of state, local, or foreign Tax law, with respect t

Section 3.8 — No Fractional Shares. No certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the conversion of shares of Company Common Stock pursuant to Section 3.1, and no such fractional share interests shall entitle the owner thereof to vote or to any rights of a holder of Parent Common Stock. In lieu of the issuance of any fractional share of Parent Common Stock, each h

Section 3.9 — Stock Consideration Calculation. The Stock Consideration shall be calculated as Two Hundred Thirty-One Million Two Hundred Fifty Thousand Dollars ($231,250,000) divided by the VWAP Reference Price of Thirty-Nine Dollars and Seventeen Cents ($39.17) per share (being the thirty (30)-trading-day VWAP of Parent Common Stock on the NYSE ending on (and including) June 1, 2023), resulting in the issuance of Fi

Section 3.10 — Contingent Value Rights. (a) CVR Agreement. At the Effective Time, Parent shall execute and deliver the CVR Agreement with Columnar Trust Services, Inc. (as CVR Trustee), substantially in the form attached hereto as Exhibit B, for the benefit of the former holders of Company Common Stock (other than holders of Cancelled Shares and Dissenting Shares). (b) CVR Payment. The CVR Payment of One Hundred Twen

ARTICLE IV — REPRESENTATIONS AND WARRANTIES OF THE COMPANY Except as set forth in the disclosure schedules delivered by the Company to Parent concurrently with the execution and delivery of this Agreement (the "Company Disclosure Schedules"), the Company hereby represents and warrants to Parent as follows:

Section 4.1 — Organization and Qualification. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. The registered agent of the Company in the State of Delaware is Pemberton Industries, located at 251 Little Falls Drive, Wilmington, Delaware 19808. The principal office of the Company is located at 88 Harbor Point Road, Cambridge, Massachusetts 021

Section 4.2 — Capitalization. (a) The authorized capital stock of the Company consists of shares of Company Common Stock and such series of preferred stock as are set forth on Schedule 4.2. As of the date hereof, the outstanding shares of Company Common Stock, on a fully diluted basis, are owned as follows: (b) All outstanding shares of Company Common Stock are duly authorized, validly issued, fully paid, and nonasse

Section 4.3 — Authority; Binding Effect. The Company has all requisite corporate power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which it is or will be a party, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby, including the Merger, subject only to obtaining the Company Stockholder Approval (which

Section 4.4 — No Conflicts; Consents. The execution, delivery, and performance of this Agreement and each of the Ancillary Agreements by the Company, and the consummation by the Company of the transactions contemplated hereby and thereby, do not and will not (a) conflict with or violate the certificate of incorporation or bylaws of the Company, (b) assuming that the consents and approvals referred to in this Section