SNCE LETTERHEAD]eMed, LLC • February 12th, 2024 • Services-commercial physical & biological research • New York
In connection with the consideration by eMed LLC, a Delaware limited liability company (“you” or “your”) of a possible negotiated acquisition of (a “Possible Transaction”) Science 37 Holdings, Inc. and/or its subsidiaries, affiliates or divisions (collectively, with such subsidiaries, affiliates and divisions, the “Company”), the Company or its Representatives (as hereinafter defined) may make available to you and your Representatives (as hereinafter defined) certain information concerning the business, financial condition, operations, assets and liabilities of the Company. As a condition to such information being furnished to you and your Representatives, you agree that you will, and will cause your Representatives to, treat the Evaluation Material (as hereinafter defined) in accordance with the provisions of this letter agreement and take or abstain from taking certain other actions as set forth herein.
eMed, LLC 990 Biscayne Blvd. Suite 1501 Miami, FL 33132Letter Agreement • February 12th, 2024 • eMed, LLC • Services-commercial physical & biological research • Delaware
This letter agreement (this “Letter Agreement”) is entered into by (i) eMed, LLC (“eMed”), and (ii) Science 37 Holdings, Inc. (“Science 37”). Each of eMed and Science 37 is referred to herein as a “Party” and, together, the “Parties”.
Science 37 Holdings, Inc. at $5.75 Net Per Share by Marlin Merger Sub CorporationThe Merger Agreement • February 12th, 2024 • eMed, LLC • Services-commercial physical & biological research
Marlin Merger Sub Corporation, a Delaware corporation (the “Purchaser”) and a wholly-owned subsidiary of eMed, LLC, a limited liability company organized under the laws of the State of Delaware (“Parent”), is making an offer to purchase all outstanding shares (the “Shares”) of common stock, par value $0.0001 per share (the “Common Stock”), of Science 37 Holdings, Inc., a Delaware corporation (“Science 37” or the “Company”), at a price of $5.75 per Share, net to the seller in cash (such price, or any different price per Share as may be paid in the Offer, the “Offer Price”), without interest thereon and subject to any tax withholding, upon the terms and subject to the conditions set forth in this Offer to Purchase and the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Offer”). Purchaser is making the Offer pursuant to an Agreement and Plan of Merger, dated as of January 28, 2024 (the “Merger Agreement”), by and amon
