AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among: ARCA BIOPHARMA, INC.; ATLAS MERGER SUB CORP.; ATLAS MERGER SUB II, LLC; and ORUKA THERAPEUTICS, INC. Dated as of April 3, 2024Merger Agreement • April 3rd, 2024 • ARCA Biopharma, Inc. • In vitro & in vivo diagnostic substances • Delaware
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.
LOCK-UP AGREEMENTLock-Up Agreement • April 3rd, 2024 • ARCA Biopharma, Inc. • In vitro & in vivo diagnostic substances
The undersigned signatory of this lock-up agreement (this “Lock-Up Agreement”) understands that ARCA biopharma, Inc., a Delaware corporation (“Parent”), has entered into an Agreement and Plan of Merger and Reorganization, dated as of April 3, 2024 (as the same may be amended from time to time, the “Merger Agreement”) with Atlas Merger Sub Corp., a Delaware corporation and a wholly owned subsidiary of Parent, Atlas Merger Sub II LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent, and Oruka Therapeutics, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.
SUBSCRIPTION AGREEMENTSubscription Agreement • April 3rd, 2024 • ARCA Biopharma, Inc. • In vitro & in vivo diagnostic substances • Delaware
This Subscription Agreement (this “Agreement”) is made and entered into as of April 3, 2024 (the “Effective Date”) by and among Oruka Therapeutics, Inc., a Delaware corporation (the “Company”), and each of the purchasers listed on the signature pages hereto, severally and not jointly (each a “Purchaser” and together the “Purchasers”). Certain terms used and not otherwise defined in the text of this Agreement are defined in Section 8 hereof.
SUPPORT AGREEMENTSupport Agreement • April 3rd, 2024 • ARCA Biopharma, Inc. • In vitro & in vivo diagnostic substances • Delaware
This Support Agreement (this “Agreement”) is made and entered into as of April 3, 2024, by and among Oruka Therapeutics, Inc., a Delaware corporation (the “Company”), ARCA biopharma, Inc., a Delaware corporation (“Parent”), and the undersigned stockholder (the “Stockholder”) of the Parent. Capitalized terms used herein but not otherwise defined shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
