Contract analysis

Section 382 Ownership Change The Company experienced an "ownership change" within the meaning of Section 382 of the Internal Revenue Code of 1986, as amended (the "Code"), in the third quarter of 2020 in connection with the Company's Series C preferred stock financing round led by Boreal Health Partners Fund III, LP. As a result of such ownership change, the Company's pre-change net operating losses of approximately

1. Clinical Research Organization (CRO) Agreements (a) Master Services Agreement, dated January 15, 2022, between the Company and Paragon Clinical Research, Inc. ("Paragon"), 300 Technology Square, Suite 400, Cambridge, MA 02139, for the management, monitoring, and data management of the Marlowe Asset Management-2 Phase II clinical trial (VRD-4187), including all work orders, change orders, and amendments thereto. Es

2. Contract Manufacturing Organization (CMO) Agreements (a) Drug Substance Manufacturing Agreement, dated June 3, 2021, between the Company and BioProcess Solutions, Inc. ("BPS"), 700 Industrial Park Drive, Research Triangle Park, NC 27709, for the manufacture and supply of VRD-4187 drug substance (bispecific antibody bulk drug substance), including all work orders, change orders, and amendments thereto. Initial term

3. Lease Agreements (a) Office and Laboratory Lease Agreement, dated March 1, 2019, as amended by the First Amendment to Lease dated October 15, 2020, and the Second Amendment to Lease dated April 22, 2022, between the Company (as tenant) and Kendall Square Properties LLC (as landlord), for the premises located at 550 Gateway Drive, Cambridge, MA 02142. Approximately 45,000 square feet of office and laboratory space.

4. Investor Agreements (a) Investors' Rights Agreement (see Schedule 3.3 for details) (b) Right of First Refusal and Co-Sale Agreement (see Schedule 3.3 for details) (c) Voting Agreement (see Schedule 3.3 for details) Each of the foregoing agreements will terminate at the Closing pursuant to their respective terms and the stockholder written consent described in Schedule 3.2.

5. Employment Agreements (a) Employment Agreement with Dr. Julian Marek, Chief Executive Officer and Co-Founder, dated September 14, 2016, as amended by the First Amendment dated August 12, 2021. Contains change-of-control severance provisions providing for (i) a lump sum cash severance payment equal to twenty-four (24) months of base salary ($900,000), (ii) acceleration of all unvested equity awards, and (iii) conti

6. Consulting Agreements The Company has entered into individual consulting agreements with each of the eight (8) members of its Scientific Advisory Board. Each consulting agreement provides for the payment of customary consulting fees and expense reimbursement in exchange for advisory services. Each consulting agreement is terminable at will by either party upon thirty (30) days' prior written notice. The aggregate

7. Insurance Policies See Schedule 3.15 (Insurance) for details regarding the Company's insurance policies.

8. Banking Relationships The Company maintains deposit accounts at First Republic Bridge Bank, N.A. (successor to Westvale Securities), One Federal Street, Boston, MA 02110. No material credit facilities, lines of credit, or indebtedness are outstanding. See also Schedule 3.19 (Bank Accounts) for additional information. Contracts with Change-of-Control Provisions The following Material Contracts contain change-of-con