May 8, 2024Virtual Therapeutics Corp • June 3rd, 2024 • Surgical & medical instruments & apparatus • Delaware
This letter agreement sets forth the terms upon which Virtual Therapeutics Corporation, a Delaware corporation (“Buyer”), agrees to continue discussions regarding a potential negotiated transaction (a “Transaction”) with Akili, Inc., a Delaware corporation (the “Company”). In consideration of the substantial amount of resources Buyer expects to expend in connection with evaluating and negotiating the terms of a Transaction, and of the mutual covenants set forth below, Buyer and the Company hereby agree as follows:
CONFIDENTIALITY AGREEMENTConfidentiality Agreement • June 3rd, 2024 • Virtual Therapeutics Corp • Surgical & medical instruments & apparatus
In connection with the evaluation of a possible negotiation transaction (a “Transaction”) involving Virtual Therapeutics Corp. (“you” or “your”) and Akili, Inc. (the “Company”), the Company and its Representatives (as defined below), may make available to you certain information which is non-public, confidential or proprietary in nature.
Offer to Purchase All Outstanding Shares of Common Stock of AKILI, INC. at An Offer Price per Share of $0.4340 by ALPHA MERGER SUB, INC. a wholly owned subsidiary of VIRTUAL THERAPEUTICS CORPORATION THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE ONE...Virtual Therapeutics Corp • June 3rd, 2024 • Surgical & medical instruments & apparatus
The Offer is being made pursuant to the Agreement and Plan of Merger, dated as of May 29, 2024 (together with any amendments or supplements thereto, the “Merger Agreement”), among Akili, Parent and Purchaser, pursuant to which, after the completion of the Offer and the satisfaction or waiver of certain conditions, Purchaser will be merged with and into Akili, without a meeting or any further action of the Akili stockholders in accordance with Section 251(h) of the General Corporation Law of the State of Delaware (the “DGCL”), and Akili will be the surviving corporation and a wholly owned subsidiary of Parent (such corporation, the “Surviving Corporation” and such merger, the “Merger”). The time at which the Merger becomes effective is referred to as the “Effective Time” and the date upon which the Merger becomes effective is the “Closing Date.” Upon the terms and subject to the satisfaction or waiver of the conditions of the Offer and the Merger Agreement, including the Minimum Tender
