Common use of Conditions to Obligations of the Buyer and Merger Sub Clause in Contracts

Conditions to Obligations of the Buyer and Merger Sub. The obligation of each of the Buyer and Merger Sub to consummate the Merger is subject to the satisfaction (or waiver by the Buyer) of the following additional conditions: (a) this Agreement and the Merger shall have received the Requisite Stockholder Approval, and no more than five percent (5%) of the Company Shares issued and outstanding immediately prior to the Effective Time (including for the avoidance of doubt, any Company Shares issued pursuant to the Pre-Closing Exchange) shall be Dissenting Shares; (b) the Company and the Subsidiaries shall have obtained at their own expense (and shall have provided copies thereof to the Buyer) all of the waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, referred to or incorporated by reference in Section 5.1(b) of the Disclosure Schedule; (c) (i) the representations and warranties of the Company set forth in this Agreement (other than those representations and warranties set forth in Sections 2.1, 2.3, 2.6(b) and 2.26 and in clauses (a), (b), (c), (d) and (f) of Section 2.2) shall be true and correct as of the Closing Date as though made on and as of the Closing Date (except (i) to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date, and (ii) where the failure to be true and correct (without regard to any materiality or Company Material Adverse Effect qualifications contained therein) has not had, or would not reasonably be expected to result in, a Company Material Adverse Effect), and (ii) the representations and warranties set forth in Sections 2.1, 2.3, 2.6(b) and 2.26 and in clauses (a), (b), (c), (d) and (f) of Section 2.2 shall be true and correct in all material respects as of the Closing Date as though made on and as of the Closing Date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date), and the Buyer shall have received a certificate signed on behalf of the Company by the chief executive officer or the chief financial officer of the Company to such effect; (d) the Company shall have performed or complied with in all material respects its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Closing; (e) no Legal Proceeding shall be pending or threatened in writing wherein an unfavorable judgment, order, decree, stipulation or injunction could reasonably be expected to (i) prevent consummation of the transactions contemplated by this Agreement, (ii) cause the transactions contemplated by this Agreement to be rescinded following consummation or (iii) have, individually or in the aggregate, a Company Material Adverse Effect, and no such judgment, order, decree, stipulation or injunction shall be in effect; (f) the Company shall have delivered to the Buyer and Merger Sub the Company Closing Certificate; (g) the Buyer shall have received copies of the resignations, effective as of the Closing, of each director and officer of the Company and the Subsidiaries from such positions as a director or officer, as applicable (other than any such resignations which the Buyer designates, by written notice to the Company, as unnecessary); (h) all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated; and (i) the Buyer shall have received such other certificates and instruments (including certificates of good standing of the Company and the Subsidiaries in their jurisdiction of organization and the various foreign jurisdictions in which they are qualified, certified charter documents, certificates as to the incumbency of officers and the adoption of authorizing resolutions) as it shall reasonably request in connection with the Closing.

Conditions to Obligations of the Buyer and Merger Sub. The obligation of each of the Buyer and Merger Sub to consummate effect the Merger is subject to the satisfaction (or waiver by the Buyer) Buyer of the following additional conditions: (a) this Agreement and the Merger shall have received the Requisite Stockholder Approval, and no more than five percent (5%) of the Company Shares issued and outstanding immediately prior to the Effective Time (including for the avoidance of doubt, any Company Shares issued pursuant to the Pre-Closing Exchange) shall be Dissenting Shares; (b) the Company and the Subsidiaries shall have obtained at their own expense (and shall have provided copies thereof to the Buyer) all of the waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, referred to or incorporated by reference in Section 5.1(b) of the Disclosure Schedule; (c) (i) the The representations and warranties of the Company set forth in this Agreement (other than those representations and warranties set forth in Sections 2.1, 2.3, 2.6(b) and 2.26 and in clauses (a), (b), (c), (d) and (f) of Section 2.2) shall be true and correct as of the Closing Date as though made on and as of the Closing Date (except (i) to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date, and (ii) where the failure to be true and correct (without regard to any materiality or Company Material Adverse Effect qualifications contained therein) has not had, or would not reasonably be expected to result in, a Company Material Adverse Effect), and (ii) the representations and warranties set forth in Sections 2.1, 2.3, 2.6(b) and 2.26 and in clauses (a), (b), (c), (d) and (f) of Section 2.2 shall will be true and correct in all material respects as of the Closing Date as though made on date of this Agreement and as of the Closing Date Effective Time (except to the extent such representations and warranties are specifically made speak as of a particular dateanother time, in which case such representations and warranties shall will be true and correct as of such dateother time), except where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth therein) does not have, and would be not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Buyer shall will have received a certificate signed on behalf of the Company by the chief a duly authorized executive officer or the chief financial officer of the Company to such effect;. (db) the The Company shall will have performed or complied with in all material respects its all of the covenants and agreements and covenants required to be performed or complied with by it under this Agreement as of at or prior to the Closing;Closing Date. The Buyer will have received a certificate signed on behalf of the Company by a duly authorized executive officer of the Company to such effect. (ec) no Legal Proceeding The Company will have consummated the transactions contemplated by the WC Minority Purchase Agreement in the manner provided for therein; provided that any waiver by the Buyer of this condition shall be pending or threatened deemed to be an express waiver by the Buyer (without the reservation of any indemnification rights in writing wherein an unfavorable judgmentrespect therewith) of each representation, orderwarranty, decree, stipulation or injunction could reasonably be expected to (i) prevent covenant and agreement set forth in this Agreement that is contingent on the consummation of the transactions contemplated by this the WC Minority Purchase Agreement (e.g., termination of the WC Stockholders Agreement). (d) Concurrently with the Closing, (ii) cause the transactions contemplated by Company will make the Closing Payments. Notwithstanding anything in this Agreement (including Section 6.19) to be rescinded following consummation or (iii) havethe contrary, individually or in the event that the amount of cash and cash equivalents held by the Company and its Subsidiaries, in the aggregate, as of immediately prior to the Closing (but prior to paying the Closing Payments) is less than the aggregate amount required to pay all of the Closing Payments, then (i) immediately prior to the Closing, the Company will pay all of the Closing Payments for which it has sufficient cash and cash equivalents to pay and (ii) simultaneously with the Closing, the Buyer will pay all of the Closing Payments that were not paid by the Company. (e) This Agreement will have been adopted (i) by the holders of a majority in voting power of the outstanding Company Material Adverse EffectShares voting as a single class and (ii) in the event of a Change of Recommendation prior to the Stockholder Vote (unless thereafter the Board has reinstated the Board Recommendation), by the holders of a majority in voting power of the outstanding Company Shares other than the Company Shares held by the Majority Stockholders (the approvals in (i) and no such judgment(ii), ordercollectively, decree, stipulation or injunction shall be in effect;the “Stockholder Approval”). (f) All applicable waiting periods (and any extensions thereof) under the Company shall HSR Act and any Other Antitrust Laws will have delivered expired or otherwise been terminated, and the parties hereto will have received all other authorizations, consents and approvals of all Governmental Entities (including under any Other Antitrust Laws) in connection with the execution, delivery and performance of this Agreement and the transactions contemplated hereby (including the Merger). (g) No temporary, preliminary or permanent restraining Order preventing the consummation of the Merger will be in effect; provided, that prior to invoking this condition the Buyer and Merger Sub the Company Closing Certificate;will have used all commercially reasonable efforts to have any such Order vacated. (gh) the The Buyer shall will have received copies of the resignations, effective as of the ClosingEffective Time, of each director and officer of the Company and the Subsidiaries from such positions as a director or officer, as applicable (other than any such resignations which the Buyer designates, by written notice to the Company, as unnecessary); (h) all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated; and. (i) All consents set forth in Exhibit B will have been obtained by the Buyer shall have received such other certificates and instruments Company. (including certificates of good standing of the Company j) The Indemnification Agreement and the Subsidiaries Escrow Agreement will be in their jurisdiction of organization full force and the various foreign jurisdictions in which they are qualified, certified charter documents, certificates as to the incumbency of officers and the adoption of authorizing resolutions) as it shall reasonably request in connection with the Closingeffect.

Conditions to Obligations of the Buyer and Merger Sub. The obligation of each of the Buyer and Merger Sub to consummate effect the Merger is subject to the satisfaction (or waiver by the Buyer) Buyer of the following additional conditions: (a) this Agreement and the Merger shall have received the Requisite Stockholder Approval, and no more than five percent (5%) of the Company Shares issued and outstanding immediately prior to the Effective Time (including for the avoidance of doubt, any Company Shares issued pursuant to the Pre-Closing Exchange) shall be Dissenting Shares; (b) the Company and the Subsidiaries shall have obtained at their own expense (and shall have provided copies thereof to the Buyer) all of the waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, referred to or incorporated by reference in Section 5.1(b) of the Disclosure Schedule; (c) (i) the The representations and warranties of the Company set forth in this Agreement (other than those the representations and warranties set forth contained in Sections 2.1the third sentence of Section 4.2(a), 2.3Section 4.3(a), 2.6(bSection 4.3(b) and 2.26 and in clauses (a), (b), (c), (d) and (f) the second sentence of Section 2.24.3(c)) shall will be true and correct in all respects as of the Closing Date Effective Time as though made on and as of the Closing Date (except (i) to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date, and (ii) where the failure to be true and correct (without regard to any materiality or Company Material Adverse Effect qualifications contained therein) has not had, or would not reasonably be expected to result in, a Company Material Adverse Effect), and (ii) the representations and warranties set forth in Sections 2.1, 2.3, 2.6(b) and 2.26 and in clauses (a), (b), (c), (d) and (f) of Section 2.2 shall be true and correct in all material respects as of the Closing Date as though made on and as of the Closing Date Effective Time (except to the extent such representations and warranties are specifically made speak as of a particular dateanother time, in which case such representations and warranties shall will be true and correct as of such dateother time), except where the failure of such representations and warranties to be so true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” set forth therein) does not have, and would be not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (ii) the representations and warranties of the Company set forth in the third sentence of Section 4.2(a), Section 4.3(a), Section 4.3(b) and the second sentence of Section 4.3(c) will be true and correct in all respects as of the Effective Time as though made on and as of the Effective Time (except to the extent such representations and warranties speak as of another time, in which case such representations and warranties will be true and correct as of such other time), except for deviations that in the aggregate for all such representation and warranties do not result in an aggregate cost or loss to the Buyer shall of more than $5,000,000; and (iii) the Buyer will have received a certificate signed on behalf of the Company by the chief executive officer or the chief financial a duly authorized officer of the Company to such effect;. (b) The Company will have performed in all material respects all of the covenants and agreements required to be performed by it under this Agreement at or prior to the Closing Date. The Buyer will have received a certificate signed on behalf of the Company by a duly authorized officer of the Company to such effect. (c) The Company shall have obtained the Stockholder Approval. (d) the Company shall have performed or complied with in all material respects its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Closing; (e) no Legal Proceeding shall be pending or threatened in writing wherein an unfavorable judgment, order, decree, stipulation or injunction could reasonably be expected to (i) prevent consummation of the transactions contemplated by this Agreement, (ii) cause the transactions contemplated by this Agreement to be rescinded following consummation or (iii) have, individually or in the aggregate, a Company Material Adverse Effect, and no such judgment, order, decree, stipulation or injunction shall be in effect; (f) the Company shall have delivered to the Buyer and Merger Sub the Company Closing Certificate; (g) the Buyer shall have received copies of the resignations, effective as of the Closing, of each director and officer of the Company and the Subsidiaries from such positions as a director or officer, as applicable (other than any such resignations which the Buyer designates, by written notice to the Company, as unnecessary); (h) all All applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx HSR Act shall and any Other Antitrust Laws will have expired or otherwise been terminated; and, and the parties hereto will have received all other authorizations, consents and approvals of all Governmental Entities (including under any Other Antitrust Laws) in connection with the execution, delivery and performance of this Agreement and the transactions contemplated hereby (including the Merger). (ie) No provision of any applicable Law making illegal or otherwise prohibiting the consummation of the Merger shall be in effect and no temporary, preliminary or permanent restraining Order preventing the consummation of the Merger will be in effect; provided, that prior to invoking this condition the Buyer and Merger Sub will have used all commercially reasonable efforts to have any such Order vacated. (f) The Registration Statement shall have been declared effective by the SEC under the Securities Act. No stop order suspending the effectiveness of the Registration Statement shall have been issued by the SEC and no proceeding for that purpose shall have been initiated or, to the Knowledge of the Company or the Knowledge of the Buyer, threatened by the SEC. (g) The Buyer shall have received such other certificates the Debt Financing upon the terms and instruments (including certificates of good standing conditions of the Company and Debt Financing Commitments or any alternative financing in accordance with Section 7.14. (h) The shares of the Subsidiaries Buyer Common Stock to be issued in their jurisdiction the Merger shall have been approved for listing on the NYSE, subject to official notice of organization and the various foreign jurisdictions in which they are qualified, certified charter documents, certificates as to the incumbency of officers and the adoption of authorizing resolutions) as it shall reasonably request in connection with the Closingissuance.

Conditions to Obligations of the Buyer and Merger Sub. The obligation of each of the Buyer and Merger Sub to consummate the Merger is subject to the satisfaction (or waiver by the Buyer) of the following additional conditions: (a) this Agreement and the Merger Written Consent (together with a release in the form attached thereto) shall have received the Requisite Stockholder Approval, and no more than five been duly executed by Company Stockholders holding Company Shares representing at least ninety percent (590%) of the Company Shares issued outstanding voting power of the Company, and outstanding immediately prior such Written Consent shall have been delivered to the Effective Time (including for the avoidance of doubt, any Company Shares issued pursuant to the Pre-Closing Exchange) shall be Dissenting SharesBuyer and have become effective in accordance with its terms; (b) the Company and the Subsidiaries shall have obtained at their its own expense (and shall have provided copies thereof to the Buyer) all of the waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings filings, notices and noticescontract terminations, referred to or incorporated by reference in Section 5.1(b) of the Disclosure Scheduleon Schedule 6.1(b); (c) (i) each of the Fundamental Representations and each of the representations and warranties of the Company set forth in this Agreement (other than those representations and warranties set forth in Sections 2.1that are qualified by reference to materiality, 2.3, 2.6(b) and 2.26 and in clauses (a), (b), (c), (d) and (f) of Section 2.2) shall be true and correct as of the Closing Date as though made on and as of the Closing Date (except (i) to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date, and (ii) where the failure to be true and correct (without regard to any materiality or Company Material Adverse Effect qualifications contained therein) has not had, or would not reasonably be expected to result in, a Company Material Adverse Effect), and (ii) the representations and warranties set forth in Sections 2.1, 2.3, 2.6(b) and 2.26 and in clauses (a), (b), (c), (d) and (f) of Section 2.2 any similar qualification shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the extent such representations and warranties are specifically made as of a particular date, date in which case such representations and warranties shall be true and correct in all respects as of such date) and (ii) all representations and warranties of the Company set forth in this Agreement (other than the representations and warranties described in the foregoing clause (i)) shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the extent such representations and warranties are specifically made as of a particular date in which case such representations and warranties shall be true and correct in all material respects as of such date), and the Buyer shall have received a certificate signed on behalf of the Company by the chief executive officer or the chief financial officer of the Company to such effect; (d) the Company shall have performed or complied with in all material respects its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Closing; (e) no Legal Proceeding shall be pending or threatened in writing wherein an unfavorable judgment, order, decree, stipulation or injunction could reasonably be expected to (i) prevent consummation of the transactions contemplated by this Agreement, (ii) cause the transactions contemplated by this Agreement to be rescinded following consummation thereof or (iii) have, individually or in the aggregate, a Company Material Adverse Effect, and no such judgment, order, decree, stipulation or injunction shall be in effect; (f) each of the Key Person Arrangements of each Key Person shall be in full force and effect and each Key Person shall have entered into a release in favor of the Company in form and substance reasonably satisfactory to the Buyer; (g) the Company shall have delivered to the Buyer evidence satisfactory to the Buyer that the employment of each of the persons named on Schedule 6.1(g) (the “Departing Individuals”) has been terminated as of prior to the Closing without further liability to the Company or any of its Affiliates (including the Buyer); (h) the Company shall have delivered to the Buyer duly executed written instruments releasing any Security Interest (other than any Permitted Interest) on any asset of the Company, and authorizing the filing of UCC-3 termination statements (or other comparable documents) for all UCC-1 financing statements (or other comparable documents) filed in connection with any such Security Interest; (i) the Company shall have delivered to the Buyer and Merger Sub the Pre-Closing Certificate not less than two (2) business days prior to the Closing Date; (j) the Company shall have delivered to the Buyer and Merger Sub payoff letters in form and substance satisfactory to the Buyer for the payment and discharge at the Closing of all Company Debt, signed by each holder of Company Debt; (k) the Company shall have delivered to the Buyer and Merger Sub the Company Closing Certificate; (gl) the Company shall have delivered to the Buyer a certificate executed by the Secretary of the Company certifying that attached thereto are (i) a true, complete and correct copy of the Certificate of Incorporation and the By-laws of the Company, as in effect on the Closing Date, and, in the case of the Certificate of Incorporation, certified by the Secretary of State of the State of Delaware, (ii) true, complete and correct copies of resolutions unanimously adopted by the Company’s board of directors and stockholders, authorizing the execution and delivery of this Agreement, the transactions contemplated hereby and the performance by the Company of its obligations hereunder, which resolutions have not been modified, rescinded or revoked, and (iii) specimen signatures of the officers of the Company authorized to sign this Agreement on behalf of the Company; (m) the Company shall have delivered to the Buyer a certificate, issued by the Secretary of State of the State of Delaware and each other jurisdiction in which the Company is qualified to do business, certifying as of a date no more than five (5) business days prior to the Closing Date that the Company is in good standing under the Laws of such jurisdiction; (n) the Buyer shall have received copies of the resignations, effective as of the Closing, of each director and officer of the Company and the Subsidiaries from such positions as a director or officer, as applicable (other than any such resignations which the Buyer designates, by written notice to the Company, as unnecessary); (ho) all applicable waiting periods (and any extensions thereof) under if the Xxxx-Xxxxx-Xxxxxx Act Buyer has delivered a written request pursuant to Section 4.10, the Company shall have expired or otherwise been terminated; anddelivered to the Buyer evidence satisfactory to the Buyer that the Company has terminated the Perosphere Inc. 401(k) Profit Sharing Plan and Trust in accordance with Section 4.10; (ip) the Company shall have delivered to the Buyer evidence satisfactory to the Buyer that all contracts and other agreements listed on Schedule 6.1(p) have been terminated or amended on terms satisfactory to the Buyer; (q) the Company shall have delivered to the Buyer a certification in form and substance satisfactory to the Buyer that the Company Shares are not United States real property interests as defined in Section 897(c) of the Code, together with a notice to the IRS, in accordance with the Treasury Regulations under Sections 897 and 1445 of the Code; (r) the Company shall have delivered to the Buyer evidence, in form and substance satisfactory to Buyer, showing that the Company has complied with Section 4.4; (s) the Buyer shall have received the Escrow Agreement, duly executed by the Company Equityholder Representative; (t) the Buyer shall have received an Option Surrender Agreement duly executed by holders of at least ninety percent (90%) of the outstanding Company Options (determined in accordance with the number of shares of Company Common Stock underlying such other certificates and instruments Company Options); (including certificates u) the Buyer shall have received a Warrant Surrender Agreement, duly executed by holders of good standing at least ninety-five percent (95%) of the outstanding Company Warrants (determined in accordance with the number of shares of Company Common Stock issuable upon conversion of the Series B-1 Convertible Preferred Stock of the Company that is issuable upon exercise of the Company Warrants) (other than Company Warrants held by Connecticut Innovations); (v) the Buyer shall have received from the Company the historical financial statements and other information required to be delivered by the Company pursuant to Section 4.8 of this Agreement; (w) not less than five (5) business days prior to the Closing Date, the Buyer shall have received from the Company (i) an estimated balance sheet of the Company as of the close of business on the Closing Date prepared in accordance with GAAP and in the form and format of Exhibit E and the Subsidiaries Company’s good faith and reasonable estimate of the Closing Net Working Capital and Closing Cash based thereon, together with all supporting documentation reasonably requested by the Buyer and (ii) the updated Allocation Schedule contemplated by Section 1.16; (x) the Company shall have filed with the Secretary of State of the State of Delaware the Certificate of Amendment in their jurisdiction of organization the form attached hereto as Exhibit J; and (y) the Company shall have delivered to the Buyer evidence that Perosphere Tech and the various foreign jurisdictions in which they are qualified, certified charter documents, certificates as Company have agreed to an updated Development Plan to the incumbency one attached to the Amended and Restated Development and Commercialization Agreement, dated as of officers the date hereof, between the Company and Perosphere Tech, such updated Development Plan to be in form and substance reasonably satisfactory to the adoption of authorizing resolutions) as Buyer (it being understood that the Buyer shall reasonably request work in connection good faith with the ClosingCompany and Perosphere Tech to develop such updated Development Plan).

Conditions to Obligations of the Buyer and Merger Sub. The obligation of each obligations of the Buyer and Merger Sub to consummate the Merger is Closing are subject to the satisfaction (or or, in the discretion of the Buyer and Merger Sub, waiver by the Buyer) of each of the following additional further conditions: (a) this Agreement and the Merger shall have received the Requisite Stockholder Approval, and no more than five percent (5%) of the Company Shares issued and outstanding immediately prior to the Effective Time (including for the avoidance of doubt, any Company Shares issued pursuant to the Pre-Closing Exchange) shall be Dissenting Shares; (b) the Company and the Subsidiaries shall have obtained at their own expense (and shall have provided copies thereof to the Buyer) all of the waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings and notices, referred to or incorporated by reference in Section 5.1(b) of the Disclosure Schedule; (c) (i) the representations and warranties of the Company set forth in this Agreement (other than those representations and warranties set forth contained in Sections 2.13.01(a), 2.33.02(a), 2.6(b3.02(b), 3.05, 3.06(b) and 2.26 and in clauses 3.23 (a)collectively, (b), (c), (d) and (f) of Section 2.2) shall be true and correct as of the Closing Date as though made on and as of the Closing Date (except (i) to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date, and (ii) where the failure to be true and correct (without regard to any materiality or Company Material Adverse Effect qualifications contained therein) has not had, or would not reasonably be expected to result in, a Company Material Adverse Effect), and (ii) together with the representations and warranties set forth of the Company contained in Sections 2.1, 2.3, 2.6(b3.02(c) and 2.26 and in clauses (a3.25, the “Company Fundamental Representations”), (b), (c), (d) and (f) of Section 2.2 shall be true and correct in all material respects as of the Closing Date as though made on at and as of the Closing Date Closing, as if made at and as of such time (except to the extent for any such representations and warranties that are specifically made at or as of a particular datespecific date or time, in which case such representations and warranties shall be true and correct only at and as of such date), specific date or time) and (ii) the Buyer shall have received a certificate signed on behalf other representations and warranties of the Company by the chief executive officer contained in this Agreement (disregarding all “materiality”, “Material Adverse Effect” or the chief financial officer other similar qualifications contained therein) shall be true and correct at and as of the Company to such effect; (d) the Company shall have performed or complied with in all material respects its agreements Closing, as if made at and covenants required to be performed or complied with under this Agreement as of such time (except for any such representations and warranties that are made at or prior to the Closing; (e) no Legal Proceeding as of a specific date or time, which representations and warranties shall be pending true and correct only at and as of such specific date or threatened time), with only such exceptions in writing wherein an unfavorable judgment, order, decree, stipulation or injunction could the case of this clause (ii) as would not reasonably be expected to (i) prevent consummation of the transactions contemplated by this Agreement, (ii) cause the transactions contemplated by this Agreement to be rescinded following consummation or (iii) have, individually or in the aggregate, a Company Material Adverse Effect, and no such judgment, order, decree, stipulation or injunction shall be in effect; (fb) the Company shall have delivered performed in all material respects all of their covenants and agreements hereunder required to be performed by them at or prior to the Buyer Closing or shall have cured any failure to perform in all material respects all such covenants and Merger Sub agreements at or prior to the Company Closing CertificateClosing; (gc) the Buyer shall have received copies of the resignations, effective as of the Closing, of each director and a certificate signed by an executive officer of the Company and the Subsidiaries from such positions as a director or officer, as applicable (other than any such resignations which the Buyer designates, by written notice to the Companyeffect that the conditions set forth in Sections 9.02(a), as unnecessary)9.02(b) and 9.02(e) have been fulfilled; (h) all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Act shall have expired or otherwise been terminated; and (id) the Buyer shall have received such any documents, certificates or other certificates items required to be delivered to it pursuant to Section 2.04(c); (e) since the date hereof, no Material Adverse Effect shall have occurred and instruments shall be continuing as of immediately prior to the Closing; and (including certificates of good standing f) the condition set forth on Section 9.02(f) of the Company and the Subsidiaries in their jurisdiction of organization and the various foreign jurisdictions in which they are qualified, certified charter documents, certificates as to the incumbency of officers and the adoption of authorizing resolutions) as it Disclosure Schedule shall reasonably request in connection with the Closinghave been satisfied or waived.

Conditions to Obligations of the Buyer and Merger Sub. The obligation of each of the Buyer and Merger Sub to consummate the Merger is subject to the satisfaction (or waiver by the Buyer) of the following additional conditions: (a) this Agreement and (i) the Merger Written Consent shall have received been duly executed by the Requisite Stockholder ApprovalRequired Stockholders and delivered to the Buyer and have become effective in accordance with its terms and (ii) joinder agreements in the form attached hereto as Exhibit H duly executed by (x) Company Stockholders who, and no more than five percent (5%) combined with Required Stockholders who have signed the Written Consent, hold [**] of the Company Shares issued Shares, and outstanding immediately prior to (y) all of the Effective Time (including for Company Stockholders listed on Schedule 6.1(a)(ii) who have not executed the avoidance of doubt, any Company Shares issued pursuant to the Pre-Closing Exchange) shall be Dissenting SharesWritten Consent; (b) the Company and the Subsidiaries shall have obtained at their its own expense (and shall have provided copies thereof to the Buyer) all of the waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings filings, notices and noticescontract terminations, referred to or incorporated by reference in Section 5.1(b) of the Disclosure Scheduleon Schedule 6.1(b); (c) (i) each of the Fundamental Representations and each of the representations and warranties of the Company set forth in this Agreement (other than those representations and warranties set forth in Sections 2.1that are qualified by reference to materiality, 2.3, 2.6(b) and 2.26 and in clauses (a), (b), (c), (d) and (f) of Section 2.2) shall be true and correct as of the Closing Date as though made on and as of the Closing Date (except (i) to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date, and (ii) where the failure to be true and correct (without regard to any materiality or Company Material Adverse Effect qualifications contained therein) has not had, or would not reasonably be expected to result in, a Company Material Adverse Effect), and (ii) the representations and warranties set forth in Sections 2.1, 2.3, 2.6(b) and 2.26 and in clauses (a), (b), (c), (d) and (f) of Section 2.2 any similar qualification shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the extent such representations and warranties are specifically made as of a particular date, date in which case such representations and warranties shall be true and correct in all respects as of such date) and (ii) all representations and warranties of the Company set forth in this Agreement (other than the representations and warranties described in the foregoing clause (i)) shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the extent such representations and warranties are specifically made as of a particular date in which case such representations and warranties shall be true and correct in all material respects as of such date), and the Buyer shall have received a certificate signed on behalf of the Company by the chief executive officer or the chief financial officer of the Company to such effect; (d) the Company shall have performed or complied with in all material respects its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Closing; (e) no Legal Proceeding shall be pending or threatened in writing wherein an unfavorable judgment, order, decree, stipulation or injunction could reasonably be expected to (i) prevent consummation of the transactions contemplated by this Agreement, (ii) cause the transactions contemplated by this Agreement to be rescinded following consummation thereof or (iii) have, individually or in the aggregate, a Company Material Adverse Effect, and no such judgment, order, decree, stipulation or injunction shall be in effect; (f) since the date of this Agreement, there shall not have occurred any Company Material Adverse Effect; (g) the Company shall have delivered to the Buyer (i) evidence satisfactory to the Buyer that the employment of any Company Employee, consultant or independent contractor other than a Continuing Employee (the “Departing Individuals”) has been terminated as of prior to the Closing, on terms reasonably satisfactory to the Buyer, and (ii) releases in form and substance satisfactory to the Buyer duly executed by each Departing Individual; (h) the Company shall have delivered to the Buyer duly executed written instruments releasing any Security Interest (other than any Permitted Interest) on any asset of the Company, and authorizing the filing of UCC-3 termination statements (or other comparable documents) for all UCC-1 financing statements (or other comparable documents) filed in connection with any such Security Interest; (i) the Company shall have delivered to the Buyer and Merger Sub the Pre-Closing Certificate and other items contemplated by Section 1.3(a) in accordance with Section 1.3(a); (j) the Company shall have delivered to the Buyer and Merger Sub the Company Closing Certificate; (gk) the Company shall have delivered to the Buyer a certificate executed by the Secretary of the Company certifying that attached thereto are (i) a true, complete and correct copy of each of the Certificate of Incorporation and the By-laws of the Company, as in effect on the Closing Date, and, in the case of the Certificate of Incorporation, certified by the Secretary of State of the State of Delaware, (ii) true, complete and correct copies of resolutions unanimously adopted by the Company’s board of directors and stockholders, authorizing the execution and delivery of this Agreement, the transactions contemplated hereby and the performance by the Company of its obligations hereunder, which resolutions have not been modified, rescinded or revoked, and (iii) specimen signatures of the officers of the Company authorized to sign this Agreement on behalf of the Company; (l) the Company shall have delivered to the Buyer a certificate, issued by the Secretary of State of the State of Delaware and each other jurisdiction in which the Company is qualified to do business, certifying as of a date no more than five (5) Business Days prior to the Closing Date that the Company is in good standing under the Laws of such jurisdiction; (m) the Buyer shall have received copies of the resignations, effective as of the Closing, of each director and officer of the Company and the Subsidiaries from such positions as a director or officer, as applicable (other than any such resignations which the Buyer designates, by written notice to the Company, as unnecessary); (hn) if the Buyer has delivered a written request pursuant to Section 4.10, the Company shall have delivered to the Buyer evidence reasonably satisfactory to the Buyer that the Company has terminated the Rodin Therapeutics, Inc. 401(k) Plan in accordance with Section 4.10; (o) the Company shall have delivered to the Buyer evidence satisfactory to the Buyer that all applicable waiting periods contracts and other agreements listed on Schedule 6.1(o) have been terminated or amended on terms satisfactory to the Buyer; (p) the Company shall have delivered to the Buyer a certification in form and substance satisfactory to the Buyer that the Company Shares are not United States real property interests as defined in Section 897(c) of the Code, together with a notice to the IRS, in accordance with the Treasury Regulations under Sections 897 and 1445 of the Code; (q) the Company shall have delivered to the Buyer evidence, in form and substance satisfactory to the Buyer, evidencing the Company’s compliance with Section 4.4; (r) the Company shall have delivered to the Buyer evidence, in form and substance satisfactory to the Buyer, that all indemnification agreements between the Company and any extensions thereof) under current or former director or officer of the Xxxx-Xxxxx-Xxxxxx Act shall Company have expired or otherwise been terminated; andterminated without any liability to the Company; (is) the Buyer shall have received such other certificates and instruments (including certificates of good standing of the Escrow Agreement, duly executed by the Company Equityholder Representative; (t) the Buyer shall have received a duly executed Option Surrender Agreement from each holder of a Company Option; (u) the Buyer shall have received a duly executed Warrant Surrender Agreement from each holder of a Company Warrant and evidence of an exercise in full for cash for each such Company Warrant; (v) the Subsidiaries in their jurisdiction Buyer shall have received evidence that the Company has made all payments contemplated by Section 4.13 of organization this Agreement; and (w) the Buyer shall have received from the Company the historical financial statements and other information required to be delivered by the various foreign jurisdictions in which they are qualified, certified charter documents, certificates as Company pursuant to the incumbency Section 4.8 of officers and the adoption of authorizing resolutions) as it shall reasonably request in connection with the Closingthis Agreement.

Conditions to Obligations of the Buyer and Merger Sub. The obligation of each of the Buyer and Merger Sub to consummate the Merger is subject to the satisfaction (or waiver by the Buyer) of the following additional conditions: (a) this Agreement and the Merger Written Consent (together with a release in the form attached thereto) shall have received the Requisite Stockholder Approval, and no more than five been duly executed by Company Stockholders holding Company Shares representing at least ninety percent (590%) of the Company Shares issued outstanding voting power of the Company, and outstanding immediately prior such Written Consent shall have been delivered to the Effective Time (including for the avoidance of doubt, any Company Shares issued pursuant to the Pre-Closing Exchange) shall be Dissenting SharesBuyer and have become effective in accordance with its terms; (b) the Company and the Subsidiaries shall have obtained at their its own expense (and shall have provided copies thereof to the Buyer) all of the waivers, permits, consents, approvals or other authorizations, and effected all of the registrations, filings filings, notices and noticescontract terminations, referred to or incorporated by reference in Section 5.1(b) of the Disclosure Scheduleon Schedule 6.1(b); (c) (i) each of the Fundamental Representations and each of the representations and warranties of the Company set forth in this Agreement (other than those representations and warranties set forth in Sections 2.1that are qualified by reference to materiality, 2.3, 2.6(b) and 2.26 and in clauses (a), (b), (c), (d) and (f) of Section 2.2) shall be true and correct as of the Closing Date as though made on and as of the Closing Date (except (i) to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date, and (ii) where the failure to be true and correct (without regard to any materiality or Company Material Adverse Effect qualifications contained therein) has not had, or would not reasonably be expected to result in, a Company Material Adverse Effect), and (ii) the representations and warranties set forth in Sections 2.1, 2.3, 2.6(b) and 2.26 and in clauses (a), (b), (c), (d) and (f) of Section 2.2 any similar qualification shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the extent such representations and warranties are specifically made as of a particular date, date in which case such representations and warranties shall be true and correct in all respects as of such date) and (ii) all representations and warranties of the Company set forth in this Agreement (other than the representations and warranties described in the foregoing clause (i)) shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the extent such representations and warranties are specifically made as of a particular date in which case such representations and warranties shall be true and correct in all material respects as of such date), and the Buyer shall have received a certificate signed on behalf of the Company by the chief executive officer or the chief financial officer of the Company to such effect; (d) the Company shall have performed or complied with in all material respects its agreements and covenants required to be performed or complied with under this Agreement as of or prior to the Closing; (e) no Legal Proceeding shall be pending or threatened in writing wherein an unfavorable judgment, order, decree, stipulation or injunction could reasonably be expected to (i) prevent consummation of the transactions contemplated by this Agreement, (ii) cause the transactions contemplated by this Agreement to be rescinded following consummation thereof or (iii) have, individually or in the aggregate, a Company Material Adverse Effect, and no such judgment, order, decree, stipulation or injunction shall be in effect; (f) each of the Key Person Arrangements of each Key Person shall be in full force and effect and each Key Person shall have entered into a release in favor of the Company in form and substance reasonably satisfactory to the Buyer; (g) the Company shall have delivered to the Buyer evidence satisfactory to the Buyer that the employment of each of the persons named on Schedule 6.1(g) (the “Departing Individuals”) has been terminated as of prior to the Closing without further liability to the Company or any of its Affiliates (including the Buyer); (h) the Company shall have delivered to the Buyer duly executed written instruments releasing any Security Interest (other than any Permitted Interest) on any asset of the Company, and authorizing the filing of UCC-3 termination statements (or other comparable documents) for all UCC-1 financing statements (or other comparable documents) filed in connection with any such Security Interest; (i) the Company shall have delivered to the Buyer and Merger Sub the Pre-Closing Certificate not less than two (2) business days prior to the Closing Date; (j) the Company shall have delivered to the Buyer and Merger Sub payoff letters in form and substance satisfactory to the Buyer for the payment and discharge at the Closing of all Company Debt, signed by each holder of Company Debt; (k) the Company shall have delivered to the Buyer and Merger Sub the Company Closing Certificate; (gl) the Company shall have delivered to the Buyer a certificate executed by the Secretary of the Company certifying that attached thereto are (i) a true, complete and correct copy of the Certificate of Incorporation and the By-laws of the Company, as in effect on the Closing Date, and, in the case of the Certificate of Incorporation, certified by the Secretary of State of the State of Delaware, (ii) true, complete and correct copies of resolutions unanimously adopted by the Company’s board of directors and stockholders, authorizing the execution and delivery of this Agreement, the transactions contemplated hereby and the performance by the Company of its obligations hereunder, which resolutions have not been modified, rescinded or revoked, and (iii) specimen signatures of the officers of the Company authorized to sign this Agreement on behalf of the Company; (m) the Company shall have delivered to the Buyer a certificate, issued by the Secretary of State of the State of Delaware and each other jurisdiction in which the Company is qualified to do business, certifying as of a date no more than five (5) business days prior to the Closing Date that the Company is in good standing under the Laws of such jurisdiction; 50 (n) the Buyer shall have received copies of the resignations, effective as of the Closing, of each director and officer of the Company and the Subsidiaries from such positions as a director or officer, as applicable (other than any such resignations which the Buyer designates, by written notice to the Company, as unnecessary); (ho) all applicable waiting periods (and any extensions thereof) under if the Xxxx-Xxxxx-Xxxxxx Act Buyer has delivered a written request pursuant to Section 4.10, the Company shall have expired or otherwise been terminated; anddelivered to the Buyer evidence satisfactory to the Buyer that the Company has terminated the Perosphere Inc. 401(k) Profit Sharing Plan and Trust in accordance with Section 4.10; (ip) the Company shall have delivered to the Buyer evidence satisfactory to the Buyer that all contracts and other agreements listed on Schedule 6.1(p) have been terminated or amended on terms satisfactory to the Buyer; (q) the Company shall have delivered to the Buyer a certification in form and substance satisfactory to the Buyer that the Company Shares are not United States real property interests as defined in Section 897(c) of the Code, together with a notice to the IRS, in accordance with the Treasury Regulations under Sections 897 and 1445 of the Code; (r) the Company shall have delivered to the Buyer evidence, in form and substance satisfactory to Buyer, showing that the Company has complied with Section 4.4; (s) the Buyer shall have received the Escrow Agreement, duly executed by the Company Equityholder Representative; (t) the Buyer shall have received an Option Surrender Agreement duly executed by holders of at least ninety percent (90%) of the outstanding Company Options (determined in accordance with the number of shares of Company Common Stock underlying such other certificates and instruments Company Options); (including certificates u) the Buyer shall have received a Warrant Surrender Agreement, duly executed by holders of good standing at least ninety-five percent (95%) of the outstanding Company Warrants (determined in accordance with the number of shares of Company Common Stock issuable upon conversion of the Series B-1 Convertible Preferred Stock of the Company that is issuable upon exercise of the Company Warrants) (other than Company Warrants held by Connecticut Innovations); (v) the Buyer shall have received from the Company the historical financial statements and other information required to be delivered by the Company pursuant to Section 4.8 of this Agreement; (w) not less than five (5) business days prior to the Closing Date, the Buyer shall have received from the Company (i) an estimated balance sheet of the Company as of the close of business on the Closing Date prepared in accordance with GAAP and in the form and format of Exhibit E and the Subsidiaries Company’s good faith and reasonable estimate of the Closing Net Working Capital and Closing Cash based thereon, together with all supporting documentation reasonably requested by the Buyer and (ii) the updated Allocation Schedule contemplated by Section 1.16; (x) the Company shall have filed with the Secretary of State of the State of Delaware the Certificate of Amendment in their jurisdiction of organization the form attached hereto as Exhibit J; and (y) the Company shall have delivered to the Buyer evidence that Perosphere Tech and the various foreign jurisdictions in which they are qualified, certified charter documents, certificates as Company have agreed to an updated Development Plan to the incumbency one attached to the Amended and Restated Development and Commercialization Agreement, dated as of officers the date hereof, between the Company and Perosphere Tech, such updated Development Plan to be in form and substance reasonably satisfactory to the adoption of authorizing resolutions) as Buyer (it being understood that the Buyer shall reasonably request work in connection good faith with the ClosingCompany and Perosphere Tech to develop such updated Development Plan).