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 Buyer or its Affiliates) relating to (a) any merger, consolidation, share exchange, business combination, recapitalization, or similar transaction involving the Company, (b) any sale, lease, exchange, license, or othe

Section 1.2 — Interpretation; 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,"

ARTICLE II — PURCHASE AND SALE OF SHARES

Section 2.1 — Purchase and Sale At the Closing, upon the terms and subject to the conditions set forth in this Agreement, each Seller shall sell, transfer, assign, convey, and deliver to Buyer, and Buyer shall purchase and acquire from each Seller, all of the Shares owned by such Seller as set forth opposite such Seller's name on Exhibit A hereto, free and clear of all Liens (other than restrictions arising under app

Section 2.2 — No Purchase Price Adjustment The Purchase Price is fixed at Nine Hundred Million Dollars ($900,000,000) and shall not be subject to any adjustment based on the working capital, cash, indebtedness, transaction expenses, or other financial metrics of the Company as of the Closing Date or any other date. The Parties acknowledge and agree that the Purchase Price has been determined based on the Parties' ass

Section 2.3 — Payment of Purchase Price At the Closing, Buyer shall pay the Purchase Price as follows: (a) Indemnification Escrow. Buyer shall deposit, or cause to be deposited, One Hundred Eighty Million Dollars ($180,000,000) (the "Indemnification Escrow Amount"), representing twenty percent (20%) of the Purchase Price, with the Escrow Agent by wire transfer of immediately available funds to the account designated

Section 2.4 — Withholding Buyer and the Escrow Agent shall each be entitled to deduct and withhold from any amounts payable pursuant to this Agreement or the Escrow Agreement such amounts as Buyer, the Escrow Agent, or any applicable withholding agent may be required to deduct and withhold under any provision of federal, state, local, or foreign Tax Law. To the extent that amounts are so withheld and timely remitted

Section 2.5 — Closing The closing of the Transactions (the "Closing") shall take place at the offices of Calderwood & Harkness LLP, 200 Park Avenue, 42nd Floor, New York, New York 10166, at 10:00 a.m. Eastern Time on the third (3rd) Business Day following the date on which all conditions set forth in Article VII have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the

Section 2.6 — Closing Deliverables (a) Seller Deliverables. At the Closing, the Sellers and the Company shall deliver (or cause to be delivered) to Buyer the following: (i) stock certificates representing all of the Shares (or, in the case of uncertificated Shares, evidence of book-entry transfer to Buyer or its designee), duly endorsed in blank or accompanied by stock powers duly executed in blank, with all required

ARTICLE III — REPRESENTATIONS AND WARRANTIES OF THE SELLERS AND THE COMPANY The Sellers and the Company, jointly and severally, hereby represent and warrant to Buyer as of the date hereof and as of the Closing Date (except for representations and warranties that are made as of a specific date, which shall be made only as of such specific date), subject to the exceptions, qualifications, and disclosures set forth in t

Section 3.1 — Organization and Good Standing 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 is Tidewater Registered Agents LLC, located at 838 Walker Road, Suite 21-2, Dover, Delaware 19904. The Company has all requisite corporate power and authority to own, operate, and lease its properties and assets and to

Section 3.2 — Authorization; Binding Agreement The execution, delivery, and performance by the Company of this Agreement and each of the ancillary agreements to which the Company is a party, and the consummation by the Company of the Transactions, have been duly and validly authorized by all necessary corporate action on the part of the Company, including the unanimous approval of the Board of Directors of the Compan

Section 3.3 — Capitalization (a) The authorized capital stock of the Company consists of (i) 50,000,000 shares of Common Stock, par value $0.001 per share, of which 12,840,000 shares are issued and outstanding as of the date hereof, and (ii) 40,000,000 shares of Preferred Stock, par value $0.001 per share, designated as follows: 5,000,000 shares of Series A Preferred Stock, of which 4,200,000 shares are issued and ou

Section 3.4 — Title to Shares Each Seller is the record and beneficial owner of, and has good and valid title to, the Shares set forth opposite such Seller's name on Exhibit A, free and clear of all Liens (other than restrictions under applicable federal and state securities Laws and restrictions on transfer set forth in the Company's organizational documents and any stockholders' agreement to which such Seller is a

Section 3.5 — No Conflicts; Consents (a) The execution, delivery, and performance of this Agreement by the Company and each Seller, and the consummation by the Company and each Seller of the Transactions, do not and will not (i) violate, conflict with, or result in a breach of any provision of the Company's Amended and Restated Certificate of Incorporation or Amended and Restated Bylaws, (ii) violate or conflict with

Section 3.6 — Financial Statements (a) The Company has delivered to Buyer true, correct, and complete copies of (i) the audited consolidated financial statements of the Company, consisting of the balance sheet, statements of operations, statements of stockholders' equity (deficit), and statements of cash flows for each of the fiscal years ended December 31, 2021, December 31, 2022, and December 31, 2023 (collectively

Section 3.7 — Absence of Certain Changes (a) Since December 31, 2023 through the date of this Agreement, the Company has conducted its business in the ordinary course of business consistent with past practice in all material respects. (b) Since December 31, 2023 through the date of this Agreement, there has not been any event, change, circumstance, development, occurrence, condition, or effect that, individually or i

Section 3.8 — No Undisclosed Liabilities The Company does not have any liabilities or obligations of any nature (whether accrued, absolute, contingent, or otherwise, and whether due or to become due), except (a) liabilities that are reflected or reserved against in the Annual Financial Statements for the fiscal year ended December 31, 2023 or disclosed in the notes thereto, (b) liabilities that have arisen since Dece

Section 3.9 — Real Property (a) The Company does not own, and has never owned, any real property. (b) Schedule 3.9 sets forth a complete and accurate list of all real property currently leased, subleased, licensed, or otherwise occupied by the Company (the "Leased Real Property"), together with a description of each applicable lease, sublease, or license agreement (each, a "Lease"). The Company's principal leased fac

Section 3.10 — Intellectual Property (a) Ownership; Sufficiency. The Company owns or has valid and enforceable rights to use all Company intellectual Property necessary for and material to the conduct of its business as currently conducted, including the Company's proprietary VeriTCE bispecific T-cell engager platform technology. To the Knowledge of the Company, the Company intellectual Property constitutes all intel

Section 3.11 — Material Contracts (a) Schedule 3.11 sets forth a complete and accurate list, as of the date hereof, of each of the following contracts, agreements, instruments, and arrangements to which the Company is a party or by which the Company or any of its properties or assets is bound (collectively, the "Material Contracts"): (i) each contract involving aggregate consideration or payments in excess of $1,000,

Section 3.12 — Litigation Except as set forth on Schedule 3.12, there is no claim, action, suit, proceeding, arbitration, mediation, or investigation (each, a "Proceeding") pending or, to the Knowledge of the Company, threatened in writing against the Company or any of its properties or assets, at law or in