AGREEMENT AND PLAN OF MERGER BY AND AMONG ABSCI CORPORATION, TARGET DISCOVERY MERGER SUB I, INC., TARGET DISCOVERY MERGER SUB II, LLC, TOTIENT, INC. AND THE STOCKHOLDERS NAMED THEREIN Dated as of June 4, 2021Agreement and Plan of Merger • July 8th, 2021 • Absci Corp • Services-commercial physical & biological research • Delaware
This AGREEMENT AND PLAN OF MERGER (as amended, restated, supplemented or otherwise modified from time to time in accordance with the terms herewith, this “Agreement”) is made and entered into as of June 4, 2021, by and among: (i) AbSci Corporation, a Delaware corporation (“Parent”); (ii) Target Discovery Merger Sub I, Inc., a Delaware corporation and a wholly-owned, direct subsidiary of Parent (“First Merger Sub”); (iii) Target Discovery Merger Sub II, LLC, a Delaware limited liability company and a wholly-owned, direct subsidiary of Parent (“Second Merger Sub” and with First Merger Sub, each a “Merger Sub” and together, the “Merger Subs”); (iv) Totient, Inc., a Delaware corporation (the “Company”); (v) solely for the purposes set forth in Section 5.4 and Article VII, the stockholders of the Company as set forth on Schedule A hereto (the “Company Stockholders”); and (vi) the Major Stockholders (as defined herein). Capitalized terms used herein have the meanings ascribed thereto in Arti
