Contract analysis

Section 1.1 — Definitions As used in this Agreement, the following terms shall have the meanings set forth below: "Acquiror" means Penterra Pharmaceuticals Corp., a Delaware corporation. "Action" means any claim, action, suit, arbitration, inquiry, examination, hearing, proceeding, or investigation by or before any Governmental Authority or arbitral body. "Affiliate" means, with respect to any Person, any other Perso

Section 1.2 — Other Definitional Provisions (a) Unless the context otherwise requires, (i) references in this Agreement to "Articles," "Sections," "Exhibits," and "Schedules" shall refer to Articles, Sections, Exhibits, and Schedules of this Agreement, (ii) all Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein, (iii)

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. At the Effective Time, the separate corporate existence of the Company shall cease, and Parent shall continue as the surviving corporation in the Merger (Parent, in its capacity as the surviving corpo

Section 2.2 — Closing The closing of the Merger (the "Closing") shall take place on the third (3rd) Business Day following the satisfaction or waiver (to the extent permitted by applicable Law) of all 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), or on such other date as

Section 2.3 — Effective Time On the Closing Date, the parties shall cause a Certificate of Merger, substantially in the form attached hereto as Exhibit A, to be executed, acknowledged, and filed with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the DGCL. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the Secretary of St

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 and remain the certificate of incorporation of the Surviving Corporation, without amendment by reason of the Merger, until thereafter duly amended in accordance with the DGCL and such certificate of incorporation. Noth

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 and remain the bylaws of the Surviving Corporation, without amendment by reason of the Merger, until thereafter 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 The directors and officers of Parent immediately prior to the Effective Time shall, from and after the Effective Time, continue as the directors and officers, respectively, of the Surviving Corporation and shall hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation, in each case until their respective s

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 Company Common Stock, each share of Company Common Stock that is issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares and Cancelled Shares) shall automatically be converted into the right to receive, without

Section 3.2 — Treatment of Company Equity Awards (a) Stock Options. At the Effective Time, each outstanding and unexercised option to purchase shares of Company Common Stock (each, a "Company Option"), whether or not then vested or exercisable, shall be cancelled and converted into the right to receive (without interest) an amount in cash equal to the product of (i) the excess, if any, of the Per Share Cash Considera

Section 3.3 — Cancellation of Treasury and Parent-Owned Shares At the Effective Time, each Cancelled Share shall, by virtue of the Merger and without any action on the part of the holder thereof, be cancelled and retired without any conversion thereof and without any consideration being paid or payable with respect thereto.

Section 3.4 — Dissenting Shares (a) Notwithstanding any other provision of this Agreement to the contrary, shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by a holder who has properly demanded appraisal for such shares in accordance with, and who complies in all respects with, Section 262 of the DGCL (the "Dissenting Shares") shall not be conver

Section 3.5 — Exchange Procedures (a) Deposit of Merger Consideration. Prior to the Effective Time, Parent shall deposit, or cause to be deposited, with Columnar Trust Services, Inc., acting as the Exchange Agent, for the benefit of the holders of Company Common Stock, (i) the aggregate Cash Consideration in immediately available funds, and (ii) certificates (or evidence of shares in book-entry form) representing the

Section 3.6 — Withholding Rights Parent, the Surviving Corporation, and the Exchange Agent shall be entitled to deduct and withhold from the Merger Consideration otherwise payable to any holder of Company Common Stock, Company Options, or Company RSUs, such amounts as may be required to be deducted and withheld with respect to the making of such payment under the Code, the rules and regulations promulgated thereunder

Section 3.7 — Escrow (a) Deposit. At the Closing, Parent shall deposit, or cause to be deposited, in escrow with Greystone National Bank, N.A. (the "Escrow Agent"), by wire transfer of immediately available funds, the Escrow Amount of Forty-Six Million Two Hundred Fifty Thousand Dollars ($46,250,000), being five percent (5%) of the Aggregate Equity Value, pursuant to and in accordance with the Escrow Agreement. The E

Section 3.8 — Contingent Value Rights (a) Issuance of CVRs. At the Effective Time, each former holder of Company Common Stock (and each holder of Company Options and Company RSUs treated as having received shares of Company Common Stock pursuant to Section 3.2) shall be entitled to receive one (1) CVR for each share of Company Common Stock held (or deemed held) by such holder immediately prior to the Effective Time.

Section 3.9 — Lost Certificates In the event any certificate representing shares of Company Common Stock has been lost, stolen, or destroyed, the Exchange Agent shall deliver the applicable Merger Consideration upon the making of an affidavit of that fact by the holder thereof and, if required by the Surviving Corporation or the Exchange Agent, the posting by such holder of a bond, in such reasonable and customary am

ARTICLE IV — REPRESENTATIONS AND WARRANTIES OF THE COMPANY Except as set forth in the Company Disclosure Schedule (it being understood and agreed that disclosure of any item in any section or subsection of the Company Disclosure Schedule shall be deemed disclosure with respect to any other section or subsection of this Article IV to the extent the relevance of such disclosure to such other section or subsection is re

Section 4.1 — Organization, Good Standing, and Qualification The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Company has all requisite corporate power and authority to own, lease, and operate its properties and assets and to carry on its business as presently conducted. The Company's registered agent in the State of Delaware is Pemberton

Section 4.2 — Capitalization (a) The authorized capital stock of the Company and the outstanding shares of Company Common Stock (including all series of preferred stock on an as-converted basis) are as set forth in Section 4.2(a) of the Company Disclosure Schedule. All outstanding shares of Company Common Stock are duly authorized, validly issued, fully paid, and nonassessable and are not subject to, and were not iss

Section 4.3 — Authorization; Validity of Agreement The Company Board has duly adopted resolutions approving this Agreement and the transactions contemplated hereby, including the Merger, declaring this Agreement and the Merger advisable and in the best interests of the Company and its stockholders, and recommending that the stockholders of the Company adopt and approve this Agreement. The Company Stockholder Approval

Section 4.4 — No Conflict; Required Consents (a) The executio