Common use of Definitions and Interpretative Clause in Contracts

Definitions and Interpretative. Provisions 3 1.1 Definitions 3 1.2 Other Definitional and Interpretative Provisions 17 Section 2. Description of Transaction 18 2.1 The Merger 18 2.2 Effects of the Merger 18 2.3 Closing; First Effective Time; Second Effective Time 18 2.4 Organizational Documents; Directors and Officers 19 2.5 Conversion of Company, First Merger Sub and Second Merger Sub Equity Securities 20 2.6 Closing of the Company’s Transfer Books 21 2.7 Surrender of Company Capital Stock 22 2.8 Calculation of Net Cash and Company Valuation 23 2.9 Further Action 25 2.10 Intended Tax Treatment 25 2.11 Withholding 25 2.12 Appraisal Rights 25 Section 3. Representations and Warranties of the Company 26 3.1 Due Organization; Subsidiaries 26 3.2 Organizational Documents 26 3.3 Authority; Binding Nature of Agreement 27 3.4 Vote Required 27 3.5 Non-Contravention; Consents 27 3.6 Capitalization 28 3.7 Financial Statements 29 3.8 Absence of Changes 30 3.9 Absence of Undisclosed Liabilities 30 3.10 Title to Assets 30 3.11 Real Property; Leasehold 30 3.12 Intellectual Property 30 3.13 Agreements, Contracts and Commitments 33 3.14 Compliance; Permits; Restrictions 35 3.15 Legal Proceedings; Orders 37 3.16 Tax Matters 37 3.17 Employee and Labor Matters; Benefit Plans 38 3.18 Environmental Matters 41 3.19 Insurance 41 3.20 No Financial Advisors 42 3.21 Transactions with Affiliates 42 3.22 Privacy and Data Security 42 3.23 Ownership of Parent Capital Stock 42 3.24 No Other Representations or Warranties 42 Section 4. Representations and Warranties of Parent, First Merger and Second Merger Sub 43 4.1 Due Organization; Subsidiaries 43 4.2 Organizational Documents 43 4.3 Authority; Binding Nature of Agreement 44 4.4 Vote Required 44 4.5 Non-Contravention; Consents 44 4.6 Capitalization 45 4.7 SEC Filings; Financial Statements 46 4.8 Absence of Changes 48 4.9 Absence of Undisclosed Liabilities 48 4.10 Title to Assets 48 4.11 Real Property; Leasehold 49 4.12 Intellectual Property 49 4.13 Agreements, Contracts and Commitments 51 4.14 Compliance; Permits; Restrictions 53 4.15 Legal Proceedings; Orders 55 4.16 Tax Matters 56 4.17 Employee and Labor Matters; Benefit Plans 57 4.18 Environmental Matters 59 4.19 Insurance 59 4.20 Transactions with Affiliates 60 4.21 No Financial Advisors 60 4.22 Valid Issuance 60 4.23 Privacy and Data Security 60 4.24 No Other Representations or Warranties 61 Section 5. Certain Covenants of the Parties 61 5.1 Operation of Parent’s Business 61 5.2 Operation of the Company’s Business 63 5.3 Access and Investigation 65 5.4 No Solicitation 65 5.5 Notification of Certain Matters 66 Section 6. Additional Agreements of the Parties 67 6.1 Registration Statement, Proxy Statement 67 6.2 Company Stockholder Written Consent 68 6.3 Parent Stockholder Meeting 70 6.4 Efforts; Regulatory Approvals 72 6.5 Company Options; Company Warrants 73 6.6 Employee Benefits 74 6.7 Indemnification of Officers and Directors 75 6.8 Disclosure 76 6.9 Listing 76 6.10 Tax Matters 77 6.11 Legends 78 6.12 Officers and Directors 78 6.13 Termination of Certain Agreements and Rights 78 6.14 Section 16 Matters 78 6.15 Allocation Information 78 6.16 Parent SEC Documents 79 6.17 Wind-Down Activities 79 6.18 Obligations of Merger Subs 79 6.19 Pre-Closing Financing Restructuring 79 6.20 Parent Pre-Closing Dividend 79 6.21 Parent Re-Domestication 79 Section 7. Conditions Precedent to Obligations of Each Party 79 7.1 Effectiveness of Registration Statement 79 7.2 Regulatory Approvals 80 7.3 No Restraints 80 7.4 Stockholder Approval 80 7.5 Listing 80 7.6 Lock-Up Agreements 80 7.7 Parent Charter Amendment 80 7.8 Certificate of Designation 80 Section 8. Additional Conditions Precedent to Obligations of Parent and Merger Subs 80 8.1 Accuracy of Representations 80 8.2 Performance of Covenants 81 8.3 Documents 81 8.4 No Company Material Adverse Effect 81 8.5 Company Stockholder Written Consent 81 8.6 Company Pre-Closing Financing 81 8.7 Parent Pre-Closing Dividend 81 Section 9. Additional Conditions Precedent to Obligation of the Company 81 9.1 Accuracy of Representations 82 9.2 Performance of Covenants 82 9.3 Documents 82 9.4 No Parent Material Adverse Effect 82 Section 10. Termination 82 10.1 Termination 82 10.2 Effect of Termination 84 10.3 Expenses; Termination Fees 84 Section 11. Miscellaneous Provisions 86 11.1 Non-Survival of Representations and Warranties 86 11.2 Amendment 86 11.3 Waiver 86 11.4 Entire Agreement; Counterparts; Exchanges by Electronic Transmission or Facsimile 86 11.5 Applicable Law; Jurisdiction 87 11.6 Assignability 87 11.7 Notices 87 11.8 Cooperation 88 11.9 Severability 88 11.10 Other Remedies; Specific Performance 88 11.11 No Third-Party Beneficiaries 89 Exhibits: Exhibit A-1 Form of Parent Stockholder Support Agreement Exhibit A-2 Form of Company Stockholder Support Agreement Exhibit B Form of Lock-Up Agreement Exhibit C Form of Subscription Agreement Exhibit D-1 First Certificate of Merger, including certificate of incorporation of the First Step Surviving Corporation attached as Exhibit A thereto, incorporated by reference into this Agreement Exhibit D-2 Second Certificate of Merger, incorporated by reference into this Agreement Exhibit E Form of Certificate of Designation AGREEMENT AND PLAN OF MERGER AND REORGANIZATION THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is made and entered into as of April 3, 2024, by and among ARCA BIOPHARMA, INC., a Delaware corporation (“Parent”), ATLAS MERGER SUB CORP., a Delaware corporation and wholly owned subsidiary of Parent (“First Merger Sub”), ATLAS MERGER SUB II, LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (“Second Merger Sub” and, together with First Merger Sub, “Merger Subs”), and ORUKA THERAPEUTICS, INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined Section 1.

Definitions and Interpretative. Provisions 3 2 1.1 Definitions 3 2 1.2 Other Definitional and Interpretative Provisions 17 21 Section 2. Description of Transaction 18 22 2.1 The Merger 18 22 2.2 Effects of the Merger 18 22 2.3 Closing; First Effective Time; Second Effective Time 18 22 2.4 Organizational Documents; Directors and Officers 19 22 2.5 Conversion of Company, First Merger Sub and Second Merger Sub Company Equity Securities 20 23 2.6 Contingent Value Right 25 2.7 Closing of the Company’s Transfer Books 21 2.7 25 2.8 Surrender of Company Capital Stock 22 2.8 25 2.9 Calculation of Net Cash and Company Valuation 23 2.9 Equity Value. 26 2.10 Further Action 25 2.10 27 2.11 Intended Tax Treatment 25 2.11 28 2.12 Withholding 25 2.12 28 2.13 Appraisal Rights 25 28 Section 3. Representations and Warranties of the Company 26 28 3.1 Due Organization; Subsidiaries 26 29 3.2 Organizational Documents 26 29 3.3 Authority; Binding Nature of Agreement 27 29 3.4 Vote Required 27 29 3.5 Non-Contravention; Consents 27 30 3.6 Capitalization 28 Capitalization. 31 3.7 Financial Statements 29 32 3.8 Absence of Changes 30 33 3.9 Absence of Undisclosed Liabilities 30 33 3.10 Title to Assets 30 33 3.11 Real Property; Leasehold 30 33 3.12 Intellectual Property 30 33 3.13 Agreements, Contracts and Commitments 33 36 3.14 Compliance; Permits; Restrictions 35 38 3.15 Legal Proceedings; Orders 37 40 3.16 Tax Matters 37 3.17 Employee and Labor Matters; Benefit Plans 38 3.18 Environmental Matters 41 3.19 Insurance 41 3.20 No Financial Advisors 42 3.21 Transactions with Affiliates 42 3.22 Privacy and Data Security 42 3.23 Ownership of Parent Capital Stock 42 3.24 No Other Representations or Warranties 42 Section 4. Representations and Warranties of Parent, First Merger and Second Merger Sub 43 4.1 Due Organization; Subsidiaries 43 4.2 Organizational Documents 43 4.3 Authority; Binding Nature of Agreement 44 4.4 Vote Required 44 4.5 Non-Contravention; Consents 44 4.6 Capitalization 45 4.7 SEC Filings; Financial Statements 46 4.8 Absence of Changes 48 4.9 Absence of Undisclosed Liabilities 48 4.10 Title to Assets 48 4.11 Real Property; Leasehold 49 4.12 Intellectual Property 49 4.13 Agreements, Contracts and Commitments 51 4.14 Compliance; Permits; Restrictions 53 4.15 Legal Proceedings; Orders 55 4.16 Tax Matters 56 4.17 Employee and Labor Matters; Benefit Plans 57 4.18 Environmental Matters 59 4.19 Insurance 59 4.20 Transactions with Affiliates 60 4.21 No Financial Advisors 60 4.22 Valid Issuance 60 4.23 Privacy and Data Security 60 4.24 No Other Representations or Warranties 61 Section 5. Certain Covenants of the Parties 61 5.1 Operation of Parent’s Business 61 5.2 Operation of the Company’s Business 63 5.3 Access and Investigation 65 5.4 No Solicitation 65 5.5 Notification of Certain Matters 66 Section 6. Additional Agreements of the Parties 67 6.1 Registration Statement, Proxy Statement 67 6.2 Company Stockholder Written Consent 68 6.3 Parent Stockholder Meeting 70 6.4 Efforts; Regulatory Approvals 72 6.5 Company Options; Company Warrants 73 6.6 Employee Benefits 74 6.7 Indemnification of Officers and Directors 75 6.8 Disclosure 76 6.9 Listing 76 6.10 Tax Matters 77 6.11 Legends 78 6.12 Officers and Directors 78 6.13 Termination of Certain Agreements and Rights 78 6.14 Section 16 Matters 78 6.15 Allocation Information 78 6.16 Parent SEC Documents 79 6.17 Wind-Down Activities 79 6.18 Obligations of Merger Subs 79 6.19 Pre-Closing Financing Restructuring 79 6.20 Parent Pre-Closing Dividend 79 6.21 Parent Re-Domestication 79 Section 7. Conditions Precedent to Obligations of Each Party 79 7.1 Effectiveness of Registration Statement 79 7.2 Regulatory Approvals 80 7.3 No Restraints 80 7.4 Stockholder Approval 80 7.5 Listing 80 7.6 Lock-Up Agreements 80 7.7 Parent Charter Amendment 80 7.8 Certificate of Designation 80 Section 8. Additional Conditions Precedent to Obligations of Parent and Merger Subs 80 8.1 Accuracy of Representations 80 8.2 Performance of Covenants 81 8.3 Documents 81 8.4 No Company Material Adverse Effect 81 8.5 Company Stockholder Written Consent 81 8.6 Company Pre-Closing Financing 81 8.7 Parent Pre-Closing Dividend 81 Section 9. Additional Conditions Precedent to Obligation of the Company 81 9.1 Accuracy of Representations 82 9.2 Performance of Covenants 82 9.3 Documents 82 9.4 No Parent Material Adverse Effect 82 Section 10. Termination 82 10.1 Termination 82 10.2 Effect of Termination 84 10.3 Expenses; Termination Fees 84 Section 11. Miscellaneous Provisions 86 11.1 Non-Survival of Representations and Warranties 86 11.2 Amendment 86 11.3 Waiver 86 11.4 Entire Agreement; Counterparts; Exchanges by Electronic Transmission or Facsimile 86 11.5 Applicable Law; Jurisdiction 87 11.6 Assignability 87 11.7 Notices 87 11.8 Cooperation 88 11.9 Severability 88 11.10 Other Remedies; Specific Performance 88 11.11 No Third-Party Beneficiaries 89 Exhibits: Exhibit A-1 Form of Parent Stockholder Support Agreement Exhibit A-2 Form of Company Stockholder Support Agreement Exhibit B Form of Lock-Up Agreement Exhibit C Form of Subscription Agreement Exhibit D-1 First Certificate of Merger, including certificate of incorporation of the First Step Surviving Corporation attached as Exhibit A thereto, incorporated by reference into this Agreement Exhibit D-2 Second Certificate of Merger, incorporated by reference into this Agreement Exhibit E Form of Certificate of Designation AGREEMENT AND PLAN OF MERGER AND REORGANIZATION THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is made and entered into as of April 3, 2024, by and among ARCA BIOPHARMA, INC., a Delaware corporation (“Parent”), ATLAS MERGER SUB CORP., a Delaware corporation and wholly owned subsidiary of Parent (“First Merger Sub”), ATLAS MERGER SUB II, LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (“Second Merger Sub” and, together with First Merger Sub, “Merger Subs”), and ORUKA THERAPEUTICS, INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined Section 1.40

Definitions and Interpretative. Provisions 3 2 1.1 Definitions 3 2 1.2 Other Definitional and Interpretative Provisions 17 Section 2. Description of Transaction 18 2.1 The Merger 18 2.2 Effects of the Merger 18 2.3 Closing; First Effective Time; Second Effective Time 18 2.4 Organizational Documents; Directors and Officers 19 18 2.5 Conversion of Company, First Merger Sub and Second Merger Sub Company Equity Securities 19 2.6 Contingent Value Right 20 2.6 2.7 Closing of the Company’s Transfer Books 21 2.7 2.8 Surrender of Company Capital Stock 22 2.8 21 2.9 Calculation of Net Cash and Company Valuation 23 2.9 Valuation. 22 2.10 Further Action 25 2.10 24 2.11 Intended Tax Treatment 25 2.11 24 2.12 Withholding 25 2.12 24 2.13 Appraisal Rights 25 24 Section 3. Representations and Warranties of the Company 26 25 3.1 Due Organization; Subsidiaries 26 25 3.2 Organizational Documents 26 3.3 Authority; Binding Nature of Agreement 27 26 3.4 Vote Required 27 26 3.5 Non-Contravention; Consents 26 3.6 Capitalization. 27 3.6 Capitalization 28 3.7 Financial Statements 29 28 3.8 Absence of Changes 30 29 3.9 Absence of Undisclosed Liabilities 30 29 3.10 Title to Assets 30 29 3.11 Real Property; Leasehold 30 29 3.12 Intellectual Property 30 29 3.13 Agreements, Contracts and Commitments 33 32 3.14 Compliance; Permits; Restrictions 35 33 3.15 Legal Proceedings; Orders 37 35 3.16 Tax Matters 37 36 3.17 Employee and Labor Matters; Benefit Plans 38 37 3.18 Environmental Matters 41 39 3.19 Insurance 41 40 3.20 No Financial Advisors 42 40 3.21 Transactions with Affiliates 42 40 3.22 Privacy and Data Security 42 40 3.23 Ownership of Parent Capital Stock 42 3.24 No Other Representations or Warranties 42 41 Section 4. Representations and Warranties of Parent, First Merger Magenta and Second Merger Sub 43 41 4.1 Due Organization; Subsidiaries 43 41 4.2 Organizational Documents 43 42 4.3 Authority; Binding Nature of Agreement 44 42 4.4 Vote Required 44 42 4.5 Non-Contravention; Consents 44 42 4.6 Capitalization 45 43 4.7 SEC Filings; Financial Statements 46 45 4.8 Absence of Changes 48 47 4.9 Absence of Undisclosed Liabilities 48 47 4.10 Title to Assets 48 47 4.11 Real Property; Leasehold 49 47 4.12 Intellectual Property 49 47 4.13 Agreements, Contracts and Commitments 51 50 4.14 Compliance; Permits; Restrictions 53 52 4.15 Legal Proceedings; Orders 55 54 4.16 Tax Matters 56 54 4.17 Employee and Labor Matters; Benefit Plans 57 55 4.18 Environmental Matters 59 58 4.19 Insurance 59 58 4.20 Transactions with Affiliates 60 58 4.21 No Financial Advisors 60 58 4.22 Valid Issuance 60 58 4.23 Privacy and Data Security 60 58 4.24 No Other Representations or Warranties 61 59 Section 5. Certain Covenants of the Parties 61 59 5.1 Operation of ParentMagenta’s Business 61 59 5.2 Operation of the Company’s Business 63 Business. 61 5.3 Access and Investigation 65 63 5.4 No Solicitation 65 64 5.5 Notification of Certain Matters 66 65 Section 6. Additional Agreements of the Parties 67 65 6.1 Registration Statement, Proxy Statement 67 65 6.2 Company Stockholder Written Consent 68 67 6.3 Parent Magenta Stockholder Meeting 70 69 6.4 Efforts; Regulatory Approvals 72 Approvals. 70 6.5 Company Options; Company Warrants 73 71 6.6 Employee Benefits 74 72 6.7 Magenta Equity Awards 73 6.8 Indemnification of Officers and Directors 73 6.9 Disclosure 75 6.8 Disclosure 76 6.9 6.10 Listing 76 6.10 75 6.11 Tax Matters 77 6.11 75 6.12 Legends 78 6.12 76 6.13 Officers and Directors 78 6.13 76 6.14 Termination of Certain Agreements and Rights 78 6.14 77 6.15 Section 16 Matters 78 6.15 77 6.16 Allocation Information 78 6.16 Parent SEC Documents 79 Certificate 77 6.17 Wind-Down Activities 79 77 6.18 Magenta SEC Documents 77 6.19 Obligations of Merger Subs 79 6.19 Pre-Closing Financing Restructuring 79 6.20 Parent Pre-Closing Dividend 79 6.21 Parent Re-Domestication 79 Sub 77 Section 7. Conditions Precedent to Obligations of Each Party 79 78 7.1 Effectiveness of Registration Statement 79 78 7.2 Regulatory Approvals 80 7.3 No Restraints 80 7.4 78 7.3 Stockholder Approval 80 78 7.4 Listing 78 7.5 Listing 80 7.6 Lock-Up Agreements 80 7.7 Parent Charter Amendment 80 7.8 Certificate of Designation 80 78 Section 8. Additional Conditions Precedent to Obligations of Parent Magenta and Merger Subs 80 Sub 78 8.1 Accuracy of Representations 80 78 8.2 Performance of Covenants 81 79 8.3 Documents 81 79 8.4 No Company Material Adverse Effect 81 79 8.5 Company Stockholder Written Consent 81 79 8.6 Company Pre-Closing Financing 81 8.7 Parent Pre-Closing Dividend 81 79 Section 9. Additional Conditions Precedent to Obligation of the Company 81 79 9.1 Accuracy of Representations 82 79 9.2 Performance of Covenants 82 80 9.3 Documents 82 80 9.4 No Parent Magenta Material Adverse Effect 82 80 Section 10. Termination 82 80 10.1 Termination 82 80 10.2 Effect of Termination 84 82 10.3 Expenses; Termination Fees 84 Section 11. Miscellaneous Provisions 86 11.1 Non-Survival of Representations and Warranties 86 11.2 Amendment 86 11.3 Waiver 86 11.4 Entire Agreement; Counterparts; Exchanges by Electronic Transmission or Facsimile 86 11.5 Applicable Law; Jurisdiction 87 11.6 Assignability 87 11.7 Notices 87 11.8 Cooperation 88 11.9 Severability 88 11.10 Other Remedies; Specific Performance 88 11.11 No Third-Party Beneficiaries 89 Exhibits: Exhibit A-1 Form of Parent Stockholder Support Agreement Exhibit A-2 Form of Company Stockholder Support Agreement Exhibit B Form of Lock-Up Agreement Exhibit C Form of Subscription Agreement Exhibit D-1 First Certificate of Merger, including certificate of incorporation of the First Step Surviving Corporation attached as Exhibit A thereto, incorporated by reference into this Agreement Exhibit D-2 Second Certificate of Merger, incorporated by reference into this Agreement Exhibit E Form of Certificate of Designation AGREEMENT AND PLAN OF MERGER AND REORGANIZATION THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is made and entered into as of April 3, 2024, by and among ARCA BIOPHARMA, INC., a Delaware corporation (“Parent”), ATLAS MERGER SUB CORP., a Delaware corporation and wholly owned subsidiary of Parent (“First Merger Sub”), ATLAS MERGER SUB II, LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (“Second Merger Sub” and, together with First Merger Sub, “Merger Subs”), and ORUKA THERAPEUTICS, INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined Section 1.82

Definitions and Interpretative. Provisions 3 2 1.1 Definitions 3 2 1.2 Other Definitional and Interpretative Provisions 17 Section 2. Description of Transaction 18 17 2.1 The Merger 18 17 2.2 Effects of the Merger 18 2.3 Closing; First Effective Time; Second Effective Time 18 2.4 Organizational Documents; Directors and Officers 19 18 2.5 Conversion of Company, First Merger Sub and Second Merger Sub Company Equity Securities 20 18 2.6 Closing of the Company’s Transfer Books 21 19 2.7 Surrender of Company Capital Stock 22 Common Shares 20 2.8 Calculation of Net Cash and Company Valuation 23 Report. 21 2.9 Further Action 25 21 2.10 Intended Tax Treatment 25 Consequences 21 2.11 Withholding 25 2.12 Appraisal Rights 25 21 Section 3. Representations and Warranties of the Company 26 21 3.1 Due Organization; Foreign Person Status; Subsidiaries 26 21 3.2 Organizational Documents 26 22 3.3 Authority; Binding Nature of Agreement 27 22 3.4 Vote Required 27 22 3.5 Non-Contravention; Consents 27 22 3.6 Capitalization 28 Capitalization. 23 3.7 Financial Statements 29 25 3.8 Absence of Changes 30 25 3.9 Absence of Undisclosed Liabilities 30 3.10 Real Property; Title to Assets 30 3.11 Real Property; Leasehold 30 3.12 26 3.10 Intellectual Property 30 3.13 27 3.11 Agreements, Contracts and Commitments 30 3.12 Permit; Compliance 32 3.13 Regulatory Compliance 33 3.14 Compliance; Permits; Restrictions 35 3.15 Legal Proceedings; Orders 37 3.16 35 3.15 Tax Matters 35 3.16 Labor and Employment Matters. 37 3.17 Employee and Labor Matters; Benefit Plans Plans. 38 3.18 Environmental Matters 41 40 3.19 Insurance 41 40 3.20 No Financial Advisors 42 40 3.21 Interested Party Transactions with Affiliates 42 41 3.22 Privacy Due Diligence Period. 41 3.23 Financial Projections. 41 3.24 Books and Data Security 42 3.23 Ownership of Parent Capital Stock 42 3.24 Records. 41 3.25 Full Disclosure. 41 3.26 No Other Representations or Warranties 42 Section 4. Representations and Warranties of Parent, First Merger and Second Merger Sub 43 4.1 Due Organization; Subsidiaries 43 4.2 Organizational Documents 43 4.3 Authority; Binding Nature of Agreement 44 4.4 Vote Required 44 4.5 Non-Contravention; Consents 44 4.6 Capitalization 45 4.7 SEC Filings; Financial Statements 46 4.8 Absence of Changes 48 4.9 Absence of Undisclosed Liabilities 48 4.10 Title to Assets 48 4.11 Real Property; Leasehold 49 4.12 Intellectual Property 49 4.13 Agreements, Contracts and Commitments 51 4.14 Compliance; Permits; Restrictions 53 4.15 Legal Proceedings; Orders 55 4.16 Tax Matters 56 4.17 Employee and Labor Matters; Benefit Plans 57 4.18 Environmental Matters 59 4.19 Insurance 59 4.20 Transactions with Affiliates 60 4.21 No Financial Advisors 60 4.22 Valid Issuance 60 4.23 Privacy and Data Security 60 4.24 No Other Representations or Warranties 61 Section 5. Certain Covenants of the Parties 61 5.1 Operation of Parent’s Business 61 5.2 Operation of the Company’s Business 63 5.3 Access and Investigation 65 5.4 No Solicitation 65 5.5 Notification of Certain Matters 66 Section 6. Additional Agreements of the Parties 67 6.1 Registration Statement, Proxy Statement 67 6.2 Company Stockholder Written Consent 68 6.3 Parent Stockholder Meeting 70 6.4 Efforts; Regulatory Approvals 72 6.5 Company Options; Company Warrants 73 6.6 Employee Benefits 74 6.7 Indemnification of Officers and Directors 75 6.8 Disclosure 76 6.9 Listing 76 6.10 Tax Matters 77 6.11 Legends 78 6.12 Officers and Directors 78 6.13 Termination of Certain Agreements and Rights 78 6.14 Section 16 Matters 78 6.15 Allocation Information 78 6.16 Parent SEC Documents 79 6.17 Wind-Down Activities 79 6.18 Obligations of Merger Subs 79 6.19 Pre-Closing Financing Restructuring 79 6.20 Parent Pre-Closing Dividend 79 6.21 Parent Re-Domestication 79 Section 7. Conditions Precedent to Obligations of Each Party 79 7.1 Effectiveness of Registration Statement 79 7.2 Regulatory Approvals 80 7.3 No Restraints 80 7.4 Stockholder Approval 80 7.5 Listing 80 7.6 Lock-Up Agreements 80 7.7 Parent Charter Amendment 80 7.8 Certificate of Designation 80 Section 8. Additional Conditions Precedent to Obligations of Parent and Merger Subs 80 8.1 Accuracy of Representations 80 8.2 Performance of Covenants 81 8.3 Documents 81 8.4 No Company Material Adverse Effect 81 8.5 Company Stockholder Written Consent 81 8.6 Company Pre-Closing Financing 81 8.7 Parent Pre-Closing Dividend 81 Section 9. Additional Conditions Precedent to Obligation of the Company 81 9.1 Accuracy of Representations 82 9.2 Performance of Covenants 82 9.3 Documents 82 9.4 No Parent Material Adverse Effect 82 Section 10. Termination 82 10.1 Termination 82 10.2 Effect of Termination 84 10.3 Expenses; Termination Fees 84 Section 11. Miscellaneous Provisions 86 11.1 Non-Survival of Representations and Warranties 86 11.2 Amendment 86 11.3 Waiver 86 11.4 Entire Agreement; Counterparts; Exchanges by Electronic Transmission or Facsimile 86 11.5 Applicable Law; Jurisdiction 87 11.6 Assignability 87 11.7 Notices 87 11.8 Cooperation 88 11.9 Severability 88 11.10 Other Remedies; Specific Performance 88 11.11 No Third-Party Beneficiaries 89 Exhibits: Exhibit A-1 Form of Parent Stockholder Support Agreement Exhibit A-2 Form of Company Stockholder Support Agreement Exhibit B Form of Lock-Up Agreement Exhibit C Form of Subscription Agreement Exhibit D-1 First Certificate of Merger, including certificate of incorporation of the First Step Surviving Corporation attached as Exhibit A thereto, incorporated by reference into this Agreement Exhibit D-2 Second Certificate of Merger, incorporated by reference into this Agreement Exhibit E Form of Certificate of Designation AGREEMENT AND PLAN OF MERGER AND REORGANIZATION THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is made and entered into as of April 3, 2024, by and among ARCA BIOPHARMA, INC., a Delaware corporation (“Parent”), ATLAS MERGER SUB CORP., a Delaware corporation and wholly owned subsidiary of Parent (“First Merger Sub”), ATLAS MERGER SUB II, LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (“Second Merger Sub” and, together with First Merger Sub, “Merger Subs”), and ORUKA THERAPEUTICS, INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined Section 1.42