Contract analysis

Section 1.1 — Defined Terms. As used in this Agreement, the following terms shall have the meanings ascribed to them below: "Acquisition Proposal" means any inquiry, proposal, or offer from any Person (other than Buyer or its Affiliates) relating to, in a single transaction or a series of related transactions, (a) any acquisition of twenty percent (20%) or more of the outstanding equity interests (including securitie

Section 1.2 — Rules of Construction. 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," "Exhi

ARTICLE II — PURCHASE AND SALE; CLOSING

Section 2.1 — Purchase and Sale of Shares. Subject to the terms and conditions set forth in this Agreement, at the Closing, each Seller shall sell, transfer, assign, convey, and deliver to Buyer, and Buyer shall purchase and accept from each Seller, all of the Shares owned by such Seller, free and clear of all Liens (other than restrictions under applicable securities Laws and Liens arising under this Agreement). The

Section 2.2 — Allocation of Purchase Price Among Sellers. The Purchase Price shall be allocated among the Sellers in accordance with the allocation schedule set forth on Schedule 2.2, which allocation shall be based upon each Seller's percentage ownership of the Shares (determined on a fully diluted basis after giving effect to the conversion, exercise, or exchange of all outstanding options, warrants, convertible no

Section 2.3 — Payment at Closing. (a) At the Closing, Buyer shall pay or cause to be paid the following amounts by wire transfer of immediately available funds: (i) Indemnification Escrow Amount. The Indemnification Escrow Amount of One Hundred Eighty Million Dollars ($180,000,000) shall be paid by wire transfer to Fidelis National Escrow Corp., as Escrow Agent, for deposit into the Indemnification Escrow Account est

Section 2.4 — Closing. The closing of the Transactions (the "Closing") shall take place remotely via electronic exchange of executed signature pages and other closing deliverables at 10:00 a.m. Eastern Time on the third (3rd) Business Day following the satisfaction or waiver of all of the conditions to Closing set forth in Article VII (other than those conditions that by their nature are to be satisfied at the Closin

Section 2.5 — Closing Deliverables. (a) Seller Deliverables at Closing. At or prior to the Closing, the Sellers shall deliver or cause to be delivered to Buyer the following: (i) stock certificates representing all of the Shares, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank by the applicable Seller, with all necessary stock transfer tax stamps affixed t

Section 2.6 — Withholding. Buyer shall be entitled to deduct and withhold from any amounts payable pursuant to this Agreement such amounts as are required to be deducted and withheld under the Code, or any provision of applicable state, local, or foreign Tax Law, with respect to the making of such payment. Buyer shall use commercially reasonable efforts to provide the Stockholder Representative with advance written n

ARTICLE III — REPRESENTATIONS AND WARRANTIES OF THE SELLERS AND THE COMPANY Except as set forth in the Disclosure Schedules (subject to Section 10.14), the Sellers and the Company, jointly and severally, represent and warrant to Buyer as of the date of this Agreement and as of the Closing Date (except, in each case, for representations and warranties that by their terms address matters only as of another specified da

Section 3.1 — 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 Company's registered agent in the State of Delaware is Tidewater Registered Agents LLC, located at 838 Walker Road, Suite 21-2, Dover, Delaware 19904. The Company has full corporate power and authority to own, operate, and lease its properties a

Section 3.2 — Capitalization. (a) The authorized capital stock of the Company consists of the shares of Common Stock and the shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, and Series D Preferred Stock, as set forth in complete detail on Schedule 3.2. All of the issued and outstanding Shares have been duly authorized, validly issued, are fully paid and non-assessable, and were

Section 3.3 — Authorization; Enforceability. The Company has all requisite corporate power and authority to execute, deliver, and perform its obligations under this Agreement and each of the ancillary agreements to which the Company is a party and to consummate the Transactions contemplated hereby and thereby. The execution, delivery, and performance of this Agreement and each ancillary agreement by the Company, and

Section 3.4 — No Conflicts; Consents. (a) The execution, delivery, and performance of this Agreement by the Company and each Seller, and the consummation of the Transactions contemplated hereby, do not and will not (with or without notice, lapse of time, or both): (i) conflict with, result in a breach or violation of, or constitute a default under the Company's Amended and Restated Certificate of Incorporation or Ame

Section 3.5 — Financial Statements. (a) The Company has delivered to Buyer true, correct, and complete copies of: (i) the audited consolidated financial statements of the Company (including the balance sheets, statements of operations, statements of cash flows, statements of stockholders' equity (deficit), and the notes thereto) for each of the fiscal years ended December 31, 2021, December 31, 2022, and December 31,

Section 3.6 — Absence of Certain Changes. Since December 31, 2023, through the date of this Agreement: (a) the Company has conducted its business in the ordinary course of business consistent with past practice in all material respects; and (b) no Material Adverse Effect has occurred. Without limiting the generality of the foregoing, except as set forth on Schedule 3.6, since December 31, 2023, the Company has not ta

Section 3.7 — Compliance with Laws. The Company is, and since January 1, 2021 has been, in compliance in all material respects with all applicable Laws, including all applicable regulations promulgated by the FDA, including 21 C.F.R. Parts 11, 50, 54, 56, 58, 210, 211, 312, and 314 (to the extent applicable), and all applicable foreign equivalents thereof. Except as set forth on Schedule 3.7, since January 1, 2021, t

Section 3.8 — Permits and Licenses. The Company holds and maintains all permits, licenses, authorizations, consents, approvals, franchises, variances, exemptions, orders, registrations, and certifications of all Governmental Authorities (collectively, "Permits") that are necessary for the Company to own or lease its properties and assets and to conduct its business as currently conducted, including IND No. 154832 for

Section 3.9 — Litigation. Except as set forth on Schedule 3.9, there is no Action pending or, to the Knowledge of the Sellers, threatened against the Company, any of its directors or officers (in their capacities as such), or any of the Company's properties or assets, that (a) would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, or (b) challenges or seeks to prevent, enjo

Section 3.10 — Intellectual Property. (a) Schedule 3.10 sets forth a true, correct, and complete list of all registered intellectual Property owned by the Company (or for which applications have been filed by or on behalf of the Company), including (i) all Patents comprising or relating to the VeriTCE Platform, (ii) all composition-of-matter and method-of-use Patents relating to VRD-4187, (iii) all registered Tradema

Section 3.11 — Material Contracts. (a) Schedule 3.11 sets forth a true, correct, and complete list of the following Contracts to which the Company is a party or by which the Company or any of its properties or assets is bound as of the date hereof (collectively, the "Material Contracts"): (i) all Contracts with clinical research organizations, clinical trial sites, or investigators involving total payments in excess

Section 3.12 — Real Property. The Company does not own and has never owned any real property. Schedule 3.12 sets forth a true, correct, and complete list of all real property leased, subleased, licensed, or otherwise occupied by the Company (the "Leased Real Property"), including the Company's principal facility located at 550 Gateway Drive, Cambridge, Massachusetts 02142. The Company has a valid and enforceable leas

Section 3.13 — Employee Benefit Plans. (a) Schedule 3.13 sets forth a true, correct, and complete list of each "employee benefit plan" (as defined in Section 3(3) of ERISA), and each other compensation or benefit plan, program, policy, practice, agreement, or arrangement (including employment agreements, severance or change-in-control agreements, equity incentive plans, bonus plans, deferred compensation arrangements

Section 3.14 — Employment Matters. (a) As of the date hereof, the Company has one hundred forty-eight (148) employees, substantially all of whom are employed on a full-time basis. Schedule 3.14 sets forth a true, correct, and complete list of all employees of the Company, together with each such employee's title or position, date of hire, work location, annual base salary or hourly wage rate, target bonus percentage