Form 8-K
8-K — Liminatus Pharma, Inc.
Accession: 0001104659-26-080613
Filed: 2026-07-06
Period: 2026-06-29
CIK: 0001971387
SIC: 2836 (BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES))
Item: Entry into a Material Definitive Agreement
Item: Completion of Acquisition or Disposition of Assets
Item: Unregistered Sales of Equity Securities
Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item: Financial Statements and Exhibits
Documents
8-K — tm2619730d1_8k.htm (Primary)
EX-2.1 — EXHIBIT 2.1 (tm2619730d1_ex2-1.htm)
EX-3.1 — EXHIBIT 3.1 (tm2619730d1_ex3-1.htm)
EX-3.2 — EXHIBIT 3.2 (tm2619730d1_ex3-2.htm)
EX-10.1 — EXHIBIT 10.1 (tm2619730d1_ex10-1.htm)
EX-10.2 — EXHIBIT 10.2 (tm2619730d1_ex10-2.htm)
GRAPHIC (tm2619730d1_ex2-1img001.jpg)
GRAPHIC (tm2619730d1_ex2-1img002.jpg)
GRAPHIC (tm2619730d1_ex2-1img003.jpg)
GRAPHIC (tm2619730d1_ex2-1img004.jpg)
XML — IDEA: XBRL DOCUMENT (R1.htm)
8-K — FORM 8-K
8-K (Primary)
Filename: tm2619730d1_8k.htm · Sequence: 1
false
--12-31
0001971387
0001971387
2026-06-29
2026-06-29
0001971387
us-gaap:CommonClassAMember
2026-06-29
2026-06-29
0001971387
us-gaap:WarrantMember
2026-06-29
2026-06-29
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
June 29, 2026
Date of Report (Date of earliest event reported)
LIMINATUS PHARMA, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware
001-42626
93-2710748
(State or other jurisdiction
(Commission
(I.R.S. Employer
of incorporation)
File Number)
Identification No.)
2251 Stern Goodman Street, Suite E, Fullerton, CA
92833
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s telephone number, including
area code: (213) 273-5453
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨
Written communications pursuant to Rule 425 under the Securities Act
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
Securities registered pursuant to Section 12(b) of
the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock
LIMN
The Nasdaq Stock Market LLC
Warrants
LIMNW
The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the
Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth
company x
If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01 Entry into a Material Definitive
Agreement.
Amended and Restated Merger Agreement
On June 29, 2026, Liminatus Pharma, Inc.
(the “Company”), InnocsAI LLC, a Delaware limited liability company (“InnocsAI”), and NamChul Jung, an individual,
as the representative of the members of InnocsAI, entered into an Amended and Restated Merger Agreement (the “Amended and Restated
Merger Agreement”), which amends and restates in its entirety the Merger Agreement, dated as of May 17, 1026, by and among
the Company, InnocsAI and Mr. Jung (the “Original Merger Agreement”). Pursuant to the Amended and Restated Merger
Agreement, the Company and InnocsAI agreed to revise the structure of the previously announced transaction to allow closing prior
to obtaining stockholder approval and to provide that the 1,600,000,000 shares of the Company’s common stock representing merger
consideration shares to be paid to the members of InnocsAI in the Merger (as defined below) will be paid in a combination of shares of
the Company’s common stock and newly designated non-voting convertible preferred stock. Capitalized terms used in this Current Report
on Form 8-K but not otherwise defined herein have the meanings given to them in the Amended and Restated Merger Agreement.
Consistent with, and unchanged from, the Original
Merger Agreement, the Amended and Restated Merger Agreement provides that, subject to the terms and conditions set forth therein, InnocsAI
will merge with an into a new wholly-owned Delaware subsidiary of the Company (“Merger Sub”), the separate corporate existence
of the Company will cease and Merger Sub will continue as the surviving corporation (the “Merger”).
Upon closing of the Merger, the existing members
of InnocsAI will receive shares of the Company’s common stock representing up to the maximum amount issuable without prior stockholder
approval under applicable Nasdaq Stock Market LLC (“Nasdaq”) listing rules (or an estimated 19.99% of the Company’s
outstanding common stock immediately prior to the Merger closing). The balance of the merger consideration shares will consist of shares
of the Company’s newly designated Series A Non-Voting Convertible Preferred Stock (“Series A Preferred Stock”),
with the rights, preferences, powers and privileges specified in the Certificate of Designation (as defined below). Each share of Series A
Preferred Stock will be convertible into 10,000 shares of common stock. The Series A Preferred Stock will not
be convertible into common stock unless and until the Company has obtained stockholder approval for the issuance of the underlying common
shares to the extent required under applicable Nasdaq listing rules.
Pursuant to the Amended and Restated Merger Agreement,
the Company intends to hold a meeting of its stockholders to, among other things, approve the issuance of the Company’s common stock
issuable upon conversion of the Series A Preferred Stock.
The foregoing description of the Amended and Restated
Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Amended and Restated Merger Agreement,
which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.
Ancillary Agreements
On June 29, 2026, in connection with the
Amended and Restated Merger Agreement, the Company entered into a registration rights agreement (the “Registration Rights Agreement”)
with the existing members of InnocsAI, pursuant to which the Company has agreed to provide such holders with “piggy-back”
and Form S-3 registration rights, covering shares of common stock (including shares issuable upon conversion of preferred stock)
received in the Merger. The Company has agreed to bear the registration expenses.
On June 29, 2026, in connection with the
Amended and Restated Merger Agreement, InnocsAI, for the benefit of the Company and its affiliates, successors and subsidiaries,
entered into a non-competition and non-solicitation agreement (the “Non-Compete Agreement”) with certain key employees of
InnocsAI, pursuant to which each subject party has agreed not to compete with or solicit the employees, customers, or suppliers of the
Company and its affiliates for two years after the merger closing, and to maintain confidentiality regarding company information.
The foregoing description of the Registration
Rights Agreement and the Non-Compete Agreement does not purport to be complete and is qualified in its entirety by reference to the Registration
Rights Agreement and the Non-Compete Agreement, which are attached hereto as Exhibits 10.1 and 10.2, respectively, and are incorporated
herein by reference.
Item 2.01 Completion of Acquisition or Disposition
of Assets.
On July 2, 2026, the Company, InnocsAI,
and Merger Sub consummated the Merger described in Item 1.01 above, pursuant to which the Company acquired InnocsAI.
Item 3.02 Unregistered Sales of Equity Securities.
In connection with the closing of the
Merger, the Company issued to the former members of InnocsAI an aggregate of 11,188,729 shares of common stock and an aggregate of
158,881.1271 shares of Series A Preferred Stock.
The information set forth in Item 1.01 is incorporated
herein by reference. The issuance of the common stock and Series A Preferred Stock has been made pursuant to an exemption from registration
under Section 4(a)(2) of the Securities Act of 1933, as amended.
Item 5.03 Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year.
The Company’s certificate of incorporation,
as amended, authorizes the Company to issue 1,000,000 shares of preferred stock, par value $0.0001 share, issuable from time to time in
or more series (“Preferred Stock”). On July 2, 2026, the Company filed with the Secretary of State of the State of Delaware
a Certificate of Designation of Preferences, Rights and Limitations of Series A Non-Voting Convertible Preferred Stock (the “Certificate
of Designation”), which sets forth the rights, preferences, and privileges of the Series A Preferred Stock. One hundred sixty
thousand (160,000) shares of Series A Preferred Stock were authorized under the Certificate of Designation.
Each share of Series A Preferred Stock will
be convertible, at the option of the holder thereof, into 10,000 shares of the Company’s common stock, subject to adjustment. The
Series A Preferred Stock may not be converted into shares of the Company’s common stock unless and until the Company’s
stockholders approve the issuance of common stock upon conversion of the Series A Preferred Stock in accordance with the applicable
Nasdaq listing rules.
Holders of the Series A Preferred Stock
shall be entitled to receive dividends, on an as-if convertible basis, of any dividends payable on the Company’s common stock. The
Series A Preferred Stock ranks on parity with the common stock. In the event of any voluntary or involuntary liquidation, dissolution,
or winding up, or sale of the Company, each holder of Series A Preferred Stock shall be entitled to receive its pro rata portion
of an aggregate payment equal to the amount as would be paid on the Company’s common stock issuable upon conversion of the Series A
Preferred Stock, determined on an as-converted basis.
Other than those rights provided by law or the
Certificate of Designation, the Series A Preferred Stock has no voting rights. The Series A Preferred Stock is not redeemable.
The foregoing summary of the Certificate of Designation
is not complete and is qualified in its entirety by reference to the Certificate of Designation, a copy of which was filed as Exhibit 3.1
to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
Exhibit No.
Description
2.1*
Amended and Restated Merger Agreement, dated June 29, 2026, by and among Liminatus Pharma, Inc., InnocsAI LLC and NamChul Jung, as the Members’ Representative.
3.1
Certificate of Designation of Series A Non-Voting Convertible Preferred Stock effective as of July 2, 2026.
3.2
Certificate of Merger of InnocsAI LLC and InnocsAI Merger Sub, Inc. effective as of July 2, 2026.
10.1
Registration Rights Agreement, dated as of June 29, 2026, by and among Liminatus Pharma, Inc. and certain other persons party thereto.
10.2
Non-Competition and Non-Solicitation Agreement, dated as of June 29, 2026, by and between InnocsAI LLC and certain other persons party thereto.
104
Cover Page Interactive Data File (formatted as Inline XBRL)
*
Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant hereby undertakes to furnish copies of any of the omitted schedules and exhibits upon request by the U.S. Securities and Exchange Commission.
Forward-Looking Statements
Certain statements made in this Current Report
are forward-looking statements within the meaning of applicable securities laws. When used in this Current Report, the words “estimates,”
“projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,”
“believes,” “seeks,” “may,” “will,” “should,” “future,” “propose”
and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify
forward-looking statements. These forward-looking statements are not guarantees of future performance, conditions or results, and involve
a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the Company’s
and InnocsAI’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking
statements. Important factors, among others, that may affect actual results or outcomes include: the risk that the required approval of
the stockholders of the Company is not obtained; the Company’s need for additional capital to fund its planned programs and operations
and to continue to operate as a going concern; performance of the Company’s and InnocsAI’s business; failure to realize the
anticipated benefits of the proposed transactions, including as a result of a delay in consummating the proposed transactions; risks relating
to the Company’s sources of cash and cash resources; risks relating to the Company’s ability to manage future growth; the
effects of competition on the Company’s future business; the Company’s ability to maintain compliance with the Nasdaq continued
listing requirements in order to prevent its common stock from being delisted; the outcome of any potential litigation, government and
regulatory proceedings, investigations and inquiries involving the Company; the impact of pandemics, global conflicts, the global economic
status or tariffs on the Company’s or the Company’s business; and those factors discussed in the Company’s Annual Report
on Form 10-K for the fiscal year ended December 31, 2025, which was filed with the SEC on March 31, 2026, and other documents
of the Company filed, or to be filed, with the U.S. Securities and Exchange Commission (the “SEC”). The Company and InnocsAI
do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events
or otherwise, except as required by law.
Additional Information and Where to Find It
The proposed transactions will be submitted to
stockholders of the Company for their consideration and approval. The Company intends to file a preliminary proxy statement with the SEC
in connection with the Company’s solicitation for proxies for the vote by the Company’s stockholders in connection with the
proposed transactions and other matters as described in the proxy statement. After the proxy statement is filed and has cleared SEC comments,
the Company will mail a definitive proxy statement and other relevant documents to its stockholders as of the record date established
for voting on the proposed transactions. The Company’s stockholders and other interested persons are advised to read, once available,
the preliminary proxy statement and any amendments thereto and, once available, the definitive proxy statement, in connection with the
Company’s solicitation of proxies for its special meeting of stockholders to be held to approve, among other things, the proposed
transactions, because these documents will contain important information about the Company, InnocsAI and the proposed transactions.
Stockholders may also obtain a copy of the preliminary or definitive proxy statement, once available, as well as other documents filed
with the SEC regarding the proposed transactions and other documents filed with the SEC by the Company, without charge, at the SEC’s
website located at www.sec.gov or by directing a request to the Company.
Participants in the Solicitation
The Company, InnocsAI and their respective
directors, executive officers, and other members of management and employees may, under SEC rules, be deemed to be participants in the
solicitations of proxies from the Company’s stockholders in connection with the proposed transactions. Information regarding the
persons who may, under SEC rules, be deemed participants in the solicitation of the Company’s stockholders in connection with the
proposed transactions will be set forth in the proxy statement to be filed with the SEC in connection with the transactions. You can find
more information about the Company’s directors and executive officers and their ownership of shares of common stock of the Company
in the Company’s filings with the SEC, including the Company’s Annual Report on Form 10-K for the fiscal year ended December 31,
2025, which was filed with the SEC on March 31, 2026. Additional information regarding the participants in the proxy solicitation
and a description of their direct and indirect interests will be included in the proxy statement when it becomes available. Shareholders,
potential investors and other interested persons should read the proxy statement carefully when it becomes available before making any
voting or investment decisions. You may obtain free copies of these documents from the sources indicated above.
No Offer or Solicitation
This report shall not constitute a solicitation
of a proxy, consent, or authorization with respect to any securities or in respect of any proposed transaction. This report shall not
constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states
or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities
laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10
of the Securities Act of 1933, as amended, or an exemption therefrom.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: July 6, 2026
LIMINATUS PHARMA, INC.
By:
/s/ Chris Kim
Name:
Chris Kim
Title:
Chief Executive Officer
EX-2.1 — EXHIBIT 2.1
EX-2.1
Filename: tm2619730d1_ex2-1.htm · Sequence: 2
Exhibit 2.1
AMENDED AND RESTATED MERGER AGREEMENT
dated
June 29, 2026
by and among
InnocsAI LLC, Delaware limited liability company
(the “Company”),
NamChul Jung, as
the Members’ Representative (the “NamChul Jung”), and
Liminatus Pharma, Inc., a Delaware corporation
(the “Purchaser”),
TABLE OF CONTENTS
Page
ARTICLE I DEFINITIONS
1
ARTICLE II MERGER
7
2.1
Merger
7
2.2
Merger Effective Date
7
2.3
Effect of the Merger
7
2.4
Closing; Effective Time
8
2.5
Taking of Necessary Action; Further Action
8
2.6
No Further Ownership Rights in Company Capital Stock
8
ARTICLE III CONSIDERATION
8
3.1
Conversion of Company Capital Stock
8
3.2
Closing Payment
9
ARTICLE IV REPRESENTATIONS AND WARRANTIES
OF THE COMPANY
9
4.1
Corporate Existence and Power
9
4.2
Authorization
10
4.3
Governmental Authorization
10
4.4
Non-Contravention
10
4.5
Capitalization
11
4.6
Charter Documents
11
4.7
Corporate Records
11
4.8
Assumed Names
11
4.9
Subsidiaries
11
4.10
Consents
12
4.11
Financial Statements
12
4.12
Books and Records
13
4.13
Absence of Certain Changes
14
4.14
Properties; Title to the Company’s Assets
15
4.15
Litigation
16
4.16
Contracts
16
4.17
Licenses and Permits
18
4.18
Compliance with Laws
18
4.19
Intellectual Property
19
4.20
[intentionally omitted]
20
4.21
Accounts Receivable and Payable; Loans
20
4.22
Pre-payments
20
4.23
Employees
20
4.24
Employment Matters
21
4.25
Withholding
21
4.26
Employee Benefits and Compensation
22
4.27
Real Property
22
4.28
Accounts
22
ii
4.29
Tax Matters
23
4.30
Environmental Laws
24
4.31
Finders’ Fees
24
4.32
Powers of Attorney and Suretyships
24
4.33
Directors and Officers
24
4.34
Certain Business Practices
25
4.35
Money Laundering Laws
25
4.36
Insurance
25
4.37
Related Party Transactions
25
ARTICLE V REPRESENTATIONS AND WARRANTIES
OF PURCHASER
26
5.1
Corporate Existence and Power
26
5.2
Corporate Authorization
26
5.3
Governmental Authorization
26
5.4
Non-Contravention
26
5.5
Finders’ Fees
26
5.6
Issuance of Shares
26
5.7
[intentionally omitted]
27
5.8
Information Supplied
27
5.9
Board Approval
27
5.10
Purchaser SEC Documents and Financial Statements
27
5.11
Certain Business Practices
28
5.12
Money Laundering Laws
28
ARTICLE VI COVENANTS OF THE PARTIES PENDING
CLOSING
28
6.1
Conduct of the Business
28
6.2
Access to Information
31
6.3
Notices of Certain Events
31
6.4
Annual and Interim Financial Statements
32
6.5
SEC Filings
32
6.6
Employees of the Company and the Manager
33
ARTICLE VII COVENANTS OF THE COMPANY
33
7.1
Reporting and Compliance with Laws
33
7.2
Best Efforts to Obtain Consents
33
7.3
Regulatory Licenses
33
7.4
Best Efforts to Obtain Consents
33
ARTICLE VIII COVENANTS OF ALL PARTIES HERETO
33
8.1
Best Efforts; Further Assurances
33
8.2
Cooperation with Proxy Statement
34
8.3
Confidentiality
35
ARTICLE IX CONDITIONS TO CLOSING
35
9.1
Condition to the Obligations of the Parties
35
9.2
Conditions to Obligations of Purchaser
35
9.3
Conditions to Obligations of the Company
36
iii
ARTICLE X DISPUTE RESOLUTION
37
10.1
Arbitration
37
10.2
Waiver of Jury Trial; Exemplary Damages
38
ARTICLE XI TERMINATION
39
11.1
Termination Without Default
39
11.2
Termination Upon Default
39
11.3
Effect of Termination
39
ARTICLE XII MISCELLANEOUS
40
12.1
Notices
40
12.2
Amendments; No Waivers; Remedies
41
12.3
Arm’s length bargaining; no presumption against
drafter
41
12.4
Publicity
41
12.5
Expenses
42
12.6
No Assignment or Delegation
42
12.7
Governing Law
42
12.8
Counterparts; electronic signatures
42
12.9
Entire Agreement
42
12.10
Severability
42
12.11
Construction of certain terms and references; captions
42
12.12
Further Assurances
43
12.13
Third Party Beneficiaries
43
12.14
Members’ Representative
44
12.15
Non-Recourse
44
iv
AMENDED AND RESTATED MERGER AGREEMENT
This AMENDED AND RESTATED
MERGER AGREEMENT (this “Agreement”), is made and entered into as of June 29, 2026 (the “A&R Signing
Date”), by and among InnocsAI LLC, Delaware limited liability company (the “Company”), NamChul Jung, an
individual (the “Members’ Representative”), as the representative of the members of the Company (each, a “Member”
and collectively the “Members”), and Liminatus Pharma, Inc., a Delaware corporation (the “Purchaser”),
and is effective as of May 17, 2026 (the “Signing Date”).
W I T N E S E T H :
A. The
parties hereto made and entered into a Merger Agreement on the Signing Date (the “Original
Agreement”) and desire to amend and restate the Original Agreement in its entirety;
B. The
Company and/or its Subsidiaries (collectively, the “Company Group”) are
in the business of CAR-T therapy technologies and related intellectual property rights
(which, together with all other businesses and activities conducted by the Company Group,
is hereinafter referred to as the “Business”);
C. The Purchaser will form a new wholly-owned
subsidiary of the Purchaser in the State of Delaware (“Merger Sub”);
D. The Members of the Company are listed on
Schedule 1.8 hereto and own 100% of the issued and outstanding membership interests
of the Company; and
E. The Company will merge with and into Merger
Sub (the “Merger”), after which Merger Sub will be the surviving company
(the “Surviving Corporation”) and a wholly-owned subsidiary of the Purchaser;
and
E. Immediately following the A&R Signing
Date, but prior to the filing of the Certificate of Merger, the Purchaser will file the Certificate
of Designation with the Secretary of State of the State of Delaware.
In
consideration of the mutual agreements, covenants and other premises set forth herein, the mutual benefits to be gained by the performance
thereof, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and accepted, and
in accordance with Section 12.2 of the Original Agreement, the parties hereby amend and restate the Original Agreement and
agree as follows:
ARTICLE I
DEFINITIONS
The following terms, as used
herein, have the following meanings:
1.1 “Action”
means any legal action, suit, claim, investigation, hearing or proceeding, including any audit, claim or assessment for Taxes or otherwise,
by or before any Authority.
1.2 “Additional
Agreements” mean the Registration Rights Agreement and the Non-Compete Agreements.
1.3 “Affiliate”
means, with respect to any Person, any other Person directly or indirectly Controlling, Controlled by, or under common Control with such
Person.
1.4 “Authority”
means any governmental, regulatory or administrative body, agency or authority, any court or judicial authority, any arbitrator, or any
public, private or industry regulatory authority, whether international, national, Federal, state, or local.
1.5 “Books
and Records” means all books and records, ledgers, employee records, customer lists, files, correspondence, and other records
of every kind (whether written, electronic, or otherwise embodied) owned or used by a Person or in which a Person’s assets, the
business or its transactions are otherwise reflected, other than stock books and minute books.
1.6 “Business
Day” means any day other than a Saturday, Sunday or a legal holiday on which commercial banking institutions in New York, New
York are authorized to close for business.
1.7 “Closing”
has the meaning set forth in Section 2.4.
1.8 “Closing
Payment” means:
a. 1,600,000,000
shares of Purchaser Common Stock, at an issue price of $0.20 per share (the “Merger Consideration Shares”), issuable
to the Members and in such amounts set forth opposite each Member’s name on Schedule 1.8.
b. Contingent
Value Rights to be agreed upon by the parties representing in the aggregate the right to receive 20% of net proceeds from any future
strategic sale, out-license, transfer, or exit of the assets acquired from the Company.
Notwithstanding anything to the contrary
in this Agreement, the aggregate number of shares of Purchaser Common Stock issued to the Members at Closing shall not exceed the Purchaser
Common Stock Consideration Cap. In the event the number of shares of Purchaser Common Stock issued to the Members at Closing would result
in the issuance of shares of Purchaser Common Stock in an amount in excess of the Purchaser Common Stock Consideration Cap, the Purchaser
shall issue to such Members shares of Purchaser Common Stock up to the Purchaser Common Stock Consideration Cap (the “Purchaser
Common Stock Payment Shares”) and shall issue the remaining balance of the Merger Consideration Shares to such Members in shares
of Purchaser Convertible Preferred Stock (the “Purchaser Preferred Stock Payment Shares” and together with the Purchaser
Common Stock Payment Shares, the “Closing Payment Shares”), with each Purchaser Preferred Stock Payment Share equal
to 10,000 Merger Consideration Shares. Each Purchaser Preferred Stock Payment Share shall be convertible into 10,000 shares of Purchaser
Common Stock, subject to and contingent upon the affirmative vote of a majority of the outstanding shares of Purchaser Common Stock present
in person or represented by proxy and entitled to vote at a meeting of stockholders of Purchaser to approve, for purposes of the Nasdaq
Stock Market Rules, the issuance of shares of Purchaser Common Stock upon conversion of any and all shares of Purchaser Convertible Preferred
Stock in accordance with the terms of the Certificate of Designation (the “Preferred Stock Conversion Proposal”).
2
1.9 “COBRA”
means collectively, the requirements of Sections 601 through 606 of ERISA and Section 4980B of the Code.
1.10 “Code”
means the Internal Revenue Code of 1986, as amended.
1.11 “Company
Capital Stock” has the meaning set forth in Section 4.4.
1.12 “Company
Stock Rights” means all options, warrants or other rights to purchase, convert or exchange into Company Capital Stock.
1.13 “Contracts”
means the Leases and all other contracts, agreements, leases (including equipment leases, car leases and capital leases), licenses, Permits,
commitments, client contracts, statements of work (SOWs), sales and purchase orders and similar instruments, oral or written, to which
any member of the Company Group is a party or by which any of its respective assets are bound, including any entered into by any member
of the Company Group in compliance with Section 7.1 after the Signing Date and prior to the Closing, and all rights and benefits
thereunder, including all rights and benefits thereunder with respect to all cash and other property of third parties under the Company
Group’s dominion or control.
1.14 “Control”
of a Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies
of such Person, whether through the ownership of voting securities, by contract, or otherwise. “Controlled”, “Controlling”
and “under common Control with” have correlative meanings. Without limiting the foregoing, a Person (the “Controlled
Person”) shall be deemed Controlled by (a) any other Person (the “10% Owner”) (i) owning beneficially,
as meant in Rule 13d-3 under the Exchange Act, securities entitling such Person to cast 10% or more of the votes for election of
directors or equivalent governing authority of the Controlled Person or (ii) entitled to be allocated or receive 10% or more of
the profits, losses, or distributions of the Controlled Person; (b) an officer, director, general partner, partner (other than a
limited partner), manager, or member (other than a member having no management authority that is not a 10% Owner) of the Controlled Person;
or (c) a spouse, parent, lineal descendant, sibling, aunt, uncle, niece, nephew, mother-in-law, father-in-law, sister-in-law, or
brother-in-law of an Affiliate of the Controlled Person or a trust for the benefit of an Affiliate of the Controlled Person or of which
an Affiliate of the Controlled Person is a trustee.
1.15 “Environmental
Laws” shall mean all Laws that prohibit, regulate or control any Hazardous Material or any Hazardous Material Activity, including,
the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, the Resource Recovery and Conservation Act of 1976,
the Federal Water Pollution Control Act, the Clean Air Act, the Hazardous Materials Transportation Act and the Clean Water Act.
1.16 “ERISA”
means the Employee Retirement Income Security Act of 1974, as amended, and the regulations thereunder.
1.17 “Exchange
Act” means the Securities Exchange Act of 1934, as amended.
3
1.18 “Hazardous
Material” shall mean any material, emission, chemical, substance or waste that has been designated by any Authority to be radioactive,
toxic, hazardous, a pollutant or a contaminant.
1.19 “Hazardous
Material Activity” shall mean the transportation, transfer, recycling, storage, use, treatment, manufacture, removal, remediation,
release, exposure of others to, sale, labeling, or distribution of any Hazardous Material or any product or waste containing a Hazardous
Material, or product manufactured with ozone depleting substances, including, any required labeling, payment of waste fees or charges
(including so-called e-waste fees) and compliance with any recycling, product take-back or product content requirements.
1.20 “Indebtedness”
means with respect to any Person, (a) all obligations of such Person for borrowed money, or with respect to deposits or advances
of any kind (including amounts by reason of overdrafts and amounts owed by reason of letter of credit reimbursement agreements), including
with respect thereto, all interests, fees and costs, (b) all obligations of such Person evidenced by bonds, debentures, notes or
similar instruments, (c) all obligations of such Person under conditional sale or other title retention agreements relating to property
purchased by such Person, (d) all obligations of such Person issued or assumed as the deferred purchase price of property or services
(other than accounts payable to creditors for goods and services incurred in the ordinary course of business), (e) all Indebtedness
of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by)
any lien or security interest on property owned or acquired by such Person, whether or not the obligations secured thereby have been
assumed, (f) all obligations of such Person under leases required to be accounted for as capital leases under U.S. GAAP, (g) all
guarantees by such Person, (h) all liability of such Person with respect to any hedging obligations, including interest rate or
currency exchange swaps, collars, caps or similar hedging obligations, and (i) any agreement to incur any of the same.
1.21 “Intellectual
Property Right” means any trademark, service mark, registration thereof or application for registration therefor, trade name,
license, invention, patent, patent application, trade secret, trade dress, know-how, copyright, copyrightable materials, copyright registration,
application for copyright registration, software programs, data bases, u.r.l.s., and any other type of proprietary intellectual property
right, and all embodiments and fixations thereof and related documentation, registrations and franchises and all additions, improvements
and accessions thereto, and with respect to each of the forgoing items in this definition, which is owned or licensed or filed by any
member of the Company Group, or used or held for use in the Business, whether registered or unregistered or domestic or foreign.
1.22 “Inventory”
is defined in the UCC.
1.23 “Law”
means any domestic or foreign, federal, state, municipality or local law, statute, ordinance, code, rule, or regulation.
1.24 “Leases”
means the leases set forth on Schedule 1.24 attached hereto, together with all fixtures and improvements erected on the premises
leased thereby.
4
1.25 “Lien”
means, with respect to any property or asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect
of such property or asset, and any conditional sale or voting agreement or proxy, including any agreement to give any of the foregoing.
1.26 “Material
Adverse Effect” or “Material Adverse Change” means a material adverse change or a material adverse effect
upon on the assets, liabilities, condition (financial or otherwise), prospects, net worth, management, earnings, cash flows, business,
operations or properties of the Company Group and the Business, taken as a whole, whether or not arising from transactions in the ordinary
course of business, provided, however, that “Material Adverse Effect” or “Material Adverse Change” shall not
include any event, occurrence, fact, condition or change, directly or indirectly, arising out of or attributable to: (i) general
economic or political conditions; (ii) conditions generally affecting the industries in which the Company operates; (iii) any
changes in financial, banking or securities markets in general, including any disruption thereof and any decline in the price of any
security or any market index or any change in prevailing interest rates; (iv) acts of war (whether or not declared), armed hostilities
or terrorism, or the escalation or worsening thereof; (v) any action required or permitted by this Agreement or any action taken
(or omitted to be taken) with the written consent of or at the written request of Purchaser; (vi) any changes in applicable Laws
or accounting rules (including U.S. GAAP) or the enforcement, implementation or interpretation thereof; (vii) the announcement,
pendency or completion of the transactions contemplated by this Agreement; (viii) any natural or man-made disaster or acts of God;
or (ix) any failure by the Company to meet any internal or published projections, forecasts or revenue or earnings predictions (provided
that the underlying causes of such failures (subject to the other provisions of this definition) shall not be excluded); except, in the
case of subclauses (i), (ii), (iv), (vi) and (viii), to the extent such change, event, circumstance or effect has a disproportionate
adverse effect on such entity as compared to other Persons engaged in the same industry.
1.27 “Nasdaq
Reverse Split” means a reverse stock split of all outstanding shares of Purchaser Common Stock at a reverse stock split ratio
to be determined by the Purchaser for the purpose of maintaining compliance with Nasdaq listing standards.
1.28 “Order”
means any decree, order, judgment, writ, award, injunction, rule or consent of or by an Authority.
1.29 “Permitted
Liens” means (i) all defects, exceptions, restrictions, easements, rights of way and encumbrances disclosed in policies
of title insurance which have been made available to Purchaser; (ii) mechanics’, carriers’, workers’, repairers’
and similar statutory Liens arising or incurred in the ordinary course of business for amounts (A) that are not delinquent, (B) that
are not material to the business, operations and financial condition of the Company so encumbered, either individually or in the aggregate,
and (C) not resulting from a breach, default or violation by the Company Group of any Contract or Law; (iii) liens for Taxes
not yet due and payable or which are being contested in good faith by appropriate proceedings (and for which adequate accruals or reserves
have been established on the Financial Statements), and (iv) the Liens set forth on Schedule 1.40.
5
1.30 “Person”
means an individual, corporation, partnership (including a general partnership, limited partnership or limited liability partnership),
limited liability company, association, trust or other entity or organization, including a government, domestic or foreign, or political
subdivision thereof, or an agency or instrumentality thereof.
1.31 “Pre-Closing
Period” means any period that ends on or before the Closing Date or with respect to a period that includes but does not end
on the Closing Date, the portion of such period through and including the day of the Closing.
1.32 “Purchaser
Common Stock” means the common stock of Purchaser.
1.33 “Purchaser
Common Stock Consideration Cap” means the product (rounded down to the nearest whole share) determined by multiplying (a) 19.99%
and (b) the total number of shares of Purchaser Common Stock outstanding immediately prior to the Effective Time.
1.34 “Purchaser
Convertible Preferred Stock” means the Series A Non-Voting Convertible Preferred Stock of Purchaser, with the rights,
preferences, powers and privileges specified in the Certificate of Designation of Preferences, Rights and Limitations of Series A
Non-Voting Convertible Preferred Stock (the “Certificate of Designation”), in substantially the form attached hereto as Exhibit A.
1.35 “Real
Property” means, collectively, all real properties and interests therein (including the right to use), together with all buildings,
fixtures, trade fixtures, plant and other improvements located thereon or attached thereto; all rights arising out of use thereof (including
air, water, oil and mineral rights); and all subleases, franchises, licenses, permits, easements and rights-of-way which are appurtenant
thereto.
1.36 “Registration
Rights Agreement” means the agreement, in a form to be agreed by the parties hereto, governing the resale of the Closing Payment
Shares.
1.37 “Sarbanes-Oxley
Act” means the Sarbanes-Oxley Act of 2002, as amended.
1.38 “SEC”
means the Securities and Exchange Commission.
1.39 “Securities
Act” means the Securities Act of 1933, as amended.
1.40 “Subsidiary”
means each entity of which at least fifty percent (50%) of the capital stock or other equity or voting securities are Controlled or owned,
directly or indirectly, by the Company, which for the avoidance of doubt shall include any variable interest entity through which all
or a portion of the Business is conducted.
1.41 “Tangible
Personal Property” means all tangible personal property and interests therein, including machinery, computers and accessories,
furniture, office equipment, communications equipment, automobiles, trucks, forklifts and other vehicles owned or leased by the Company
Group and other tangible property, including the items listed on Schedule 4.14(a).
6
1.42 “Tax(es)”
means any federal, state, local or foreign tax, charge, fee, levy, custom, duty, deficiency, or other assessment of any kind or nature
imposed by any Taxing Authority (including any income (net or gross), gross receipts, profits, windfall profit, sales, use, goods and
services, ad valorem, franchise, license, withholding, employment, social security, workers compensation, unemployment compensation,
employment, payroll, transfer, excise, import, real property, personal property, intangible property, occupancy, recording, minimum,
alternative minimum, environmental or estimated tax), including any liability therefor as a transferee (including under Section 6901
of the Code or similar provision of applicable Law) or successor, as a result of Treasury Regulation Section 1.1502-6 or similar
provision of applicable Law or as a result of any Tax sharing, indemnification or similar agreement, together with any interest, penalty,
additions to tax or additional amount imposed with respect thereto.
1.43 “Taxing
Authority” means the Internal Revenue Service and any other Authority responsible for the collection, assessment or imposition
of any Tax or the administration of any Law relating to any Tax.
1.44 “Tax
Return” means any return, information return, declaration, claim for refund or credit, report or any similar statement, and
any amendment thereto, including any attached schedule and supporting information, whether on a separate, consolidated, combined, unitary
or other basis, that is filed or required to be filed with any Taxing Authority in connection with the determination, assessment, collection
or payment of a Tax or the administration of any Law relating to any Tax.
1.45 “UCC”
means the Uniform Commercial Code of the State of New York, or any corresponding or succeeding provisions of Laws of the State of New
York, or any corresponding or succeeding provisions of Laws, in each case as the same may have been and hereafter may be adopted, supplemented,
modified, amended, restated or replaced from time to time.
1.46 “U.S.
GAAP” means U.S. generally accepted accounting principles, consistently applied.
ARTICLE II
MERGER
2.1 Merger.
At the Effective Time (as defined in Section 2.2), and subject to and upon the terms and conditions of this Agreement, and in accordance
with the applicable provisions of the Delaware Corporation Law (the “DGCL”) and the Delaware Limited Liability Company
Act (the “DLLCA”), the Company shall be merged with and into Merger Sub, the separate corporate existence of Company
shall cease and the Merger Sub shall continue as the Surviving Corporation.
2.2 Merger
Effective Date. The parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the “Certificate
of Merger”) with the relevant authorities in Delaware in accordance with the relevant provisions of the DGCL and the DLLCA,
as applicable (the date of the registration of such filing, or such later date as specified in the Certificate of Merger, being the “Effective
Time”).
2.3 Effect
of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement, the Certificate of Merger
and the applicable provisions of the DGCL and the DLLCA. Without limiting the generality of the foregoing, and subject thereto, at the
Effective Time, all the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of
the Company and Merger Sub shall become the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties
and obligations of the Surviving Corporation, which shall include the assumption by the Surviving Corporation of any and all agreements,
covenants, duties and obligations of the Company and the Merger Sub set forth in this Agreement to be performed after the Closing. For
the avoidance of doubt, the Purchaser Warrants shall survive the Merger and remain in effect without any change to their existing terms.
7
2.4 Closing;
Effective Time. Unless this Agreement is earlier terminated in accordance with Article XI, the closing of the Merger (the “Closing”)
shall take place at the offices of Loeb & Loeb LLP, 345 Park Avenue, New York, New York, at 10:00 a.m. local time, on the
second (2nd) Business Day after the satisfaction or waiver (to the extent permitted by applicable law) of the conditions set
forth in Article IX or at such other time, date and location as the Purchaser and Company agree in writing. The parties may participate
in the Closing via electronic means. The date on which the Closing actually occurs is hereinafter referred to as the “Closing
Date”.
2.5 Taking
of Necessary Action; Further Action. If, at any time after the Closing, any further action is necessary or desirable to carry out
the purposes of this Agreement and to vest the Surviving Corporation with full right, title and interest in, to and under, and/or possession
of, all assets, property, rights, privileges, powers and franchises of the Company and the Merger Sub, the officers and directors of
the Surviving Corporation are fully authorized in the name and on behalf of the Company and the Merger Sub, to take all lawful action
necessary or desirable to accomplish such purpose or acts, so long as such action is not inconsistent with this Agreement.
2.6 No
Further Ownership Rights in Company Capital Stock. At the Effective Time, the register of members of the Company shall be closed
and thereafter there shall be no further registration of transfers of shares of Company Capital Stock on the records of the Company.
From and after the Effective Time, the holders of certificates evidencing ownership of Company Capital Stock outstanding immediately
prior to the Effective Time shall cease to have any rights with respect to such Company Capital Stock, except as otherwise provided for
herein or by Law.
ARTICLE III
CONSIDERATION
3.1 Conversion
of Company Capital Stock.
(a) Conversion
of Company Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Purchaser, Merger
Sub, the Company or the Members, the Company Capital Stock issued and outstanding immediately prior to the Effective Time shall be canceled
and automatically converted into the right to receive, without interest, the applicable portion of the Closing Payment as determined
pursuant to Schedule 1.8 hereto and the Certificate of Merger.
(b) Conversion
of Shares of Merger Sub. Each share of Merger Sub that is issued and outstanding immediately prior to the Effective Time will, by
virtue of the Merger and without further action on the part of the sole shareholder of Merger Sub, be converted into and become one share
of the Surviving Corporation (and the shares of Surviving Corporation into which the shares of Merger Sub are so converted shall be the
only shares of the Surviving Corporation that are issued and outstanding immediately after the Effective Time). Each certificate evidencing
ownership of shares of Merger Sub will, as of the Effective Time, be deemed to evidence ownership of such shares of the Surviving Corporation.
8
(c) Treatment
of Company Capital Stock Owned by the Company. At the Effective Time, all Company Capital Stock that are owned by the Company as
treasury shares immediately prior to the Effective Time shall be canceled and extinguished without any conversion thereof.
(d) No
Liability. Notwithstanding anything to the contrary in this Section 3.1, no party hereto shall be liable to any person for any
amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
(e) Surrender
of Certificates. The Closing Payment issued upon the surrender of Company Capital Stock in accordance with the terms hereof, shall
be deemed to have been issued in full satisfaction of all rights pertaining to such securities, other than any additional rights pursuant
to this Agreement.
(f) Lost
or Destroyed Certificates. In the event any certificates shall have been lost, stolen or destroyed, the Surviving Corporation shall
issue in exchange for such lost, stolen or destroyed certificates or securities, as the case may be, upon the making of an affidavit
of that fact by the holder thereof, such securities, as may be required pursuant to this Section 3.1.
3.2 Closing
Payment.
(a) No
certificates or scrip representing fractional shares of Purchaser Common Stock will be issued pursuant to the Merger, and such fractional
share interests will not entitle the owner thereof to vote or to any rights of a stockholder of the Purchaser.
(b) The
shares comprising the Merger Consideration Shares, including the Purchaser Common Stock Payment Shares and the Purchaser Preferred Stock
Payment Shares and the shares of Purchaser Common Stock issuable upon conversion the Purchaser Preferred Stock Payment Shares, shall
be adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend, recapitalization, reclassification,
combination, exchange of shares or other like change with respect to Purchaser Common Stock occurring prior to the date such shares are
issued.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
Except as set forth in the
disclosure schedules delivered by the Company to the Purchaser prior to the execution of this Agreement, the Company hereby represents
and warrants to Purchaser that each of the following representations and warranties are true, correct and complete as of the date of
this Agreement and as of the Closing Date.
4.1 Corporate
Existence and Power. The Company is a limited liability company duly formed and validly existing under the Laws of the Delaware.
The Company has all power and authority, corporate and otherwise, and all governmental licenses, franchises, Permits, authorizations,
consents and approvals required to own and operate its properties and assets and to carry on the Business as presently conducted and
as proposed to be conducted. The Company is duly licensed or qualified to do business and is in good standing in each jurisdiction in
which the properties owned or leased by it or the operation of its Business as currently conducted makes such licensing or qualification
necessary, except where the failure to be so licensed, qualified or in good standing would not have a Material Adverse Effect. The Company
has offices located only at the addresses set forth on Schedule 4.1.
9
4.2 Authorization.
The execution, delivery and performance by the Company of this Agreement and the Additional Agreements and the consummation by the Company
of the transactions contemplated hereby and thereby are within the corporate powers of the Company and, except for the approval of the
holders of a majority of the membership interests of the Company (the “Company Member Approval”), have been duly authorized
by all necessary action on the part of the Company. This Agreement constitutes, and, upon their execution and delivery, each of the Additional
Agreements will constitute, a valid and legally binding agreement of the Company enforceable against the Company in accordance with their
respective terms, except as may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement
of creditors’ rights generally and by general principles of equity.
4.3 Governmental
Authorization. Except for the approvals listed on Schedule 4.3, neither the execution, delivery nor performance by the Company
of this Agreement or any Additional Agreements requires any consent, approval, license, order or other action by or in respect of, or
registration, declaration or filing with, any Authority as a result of the execution, delivery and performance of this Agreement or any
of the Additional Agreements or the consummation of the transactions contemplated hereby or thereby (each of the foregoing, a “Governmental
Approval”).
4.4 Non-Contravention.
None of the execution, delivery or performance by the Company of this Agreement or any Additional Agreements does or will (a) contravene
or conflict with the organizational or constitutive documents of any member of the Company Group, (b) contravene or conflict with
or constitute a violation of any provision of any Law or Order binding upon or applicable to the Company Group, (c) except for the
Contracts listed on Schedule 4.16(a) requiring Company Consents (but only as to the need to obtain such Company Consents),
constitute a default under or breach of (with or without the giving of notice or the passage of time or both) or violate or give rise
to any right of termination, cancellation, amendment or acceleration of any right or obligation of the Company Group or require any payment
or reimbursement or to a loss of any material benefit relating to the Business to which the Company Group are entitled under any provision
of any Permit, Contract or other instrument or obligations binding upon the Company Group or by which any of the Company Capital Stock
or any of the Company Group’s assets is or may be bound or any Permit, (d) result in the creation or imposition of any Lien
on any of the Company Capital Stock, (e) cause a loss of any material benefit relating to the Business to which the Company Group
are entitled under any provision of any Permit or Contract binding upon the Company Group, or (f) result in the creation or imposition
of any Lien (except for Permitted Liens) on any of the Company Group’s assets.
10
4.5 Capitalization.
The Company has a single class of membership interests (the “Company Capital Stock”), the owners of 100% of which
are reflected on Schedule 1.8. No Company Capital Stock is held in its treasury. All of the issued and outstanding Company Capital
Stock has been duly authorized and validly issued, is fully paid and non-assessable and has not been issued in violation of any preemptive
or similar rights of any Person. All of the issued and outstanding Company Capital Stock is owned of record and beneficially by the Members
as set forth on Schedule 1.8, free and clear of all Liens. No outstanding Company Capital Stock is subject to any right of first
refusal, right of first offer, preemptive right or similar restriction. No other class of securities of the Company is authorized or
outstanding. There are no: (a) outstanding subscriptions, options, warrants, rights (including “phantom share rights”),
calls, commitments, understandings, conversion rights, rights of exchange, plans or other agreements of any kind providing for the purchase,
issuance or sale of any shares of the Company, or (b) agreements with respect to any of the Company Capital Stock, including any
voting trust, other voting agreement or proxy with respect thereto.
4.6 Charter
Documents. Copies of the Certificate of formation and operating agreement (the “Charter Documents”) have heretofore
been made available to Purchaser, and such copies are each true and complete copies of such instruments as amended and in effect on the
date hereof. The Company has not taken any action in violation or derogation of its Charter Documents.
4.7 Corporate
Records. All proceedings occurring since January 1, 2021 of the board of directors of the Company, including committees thereof,
and all consents to actions taken thereby, are accurately reflected in the minutes and records contained in the corporate minute books
of the Company. The register of members of the Company is complete and accurate.
4.8 Assumed
Names. Schedule 4.8 is a complete and correct list of all assumed or “doing business as” names currently or, within
five (5) years of the date of this Agreement used by the Company Group, including names on any websites. Since January 1, 2021
none of the members of the Company Group has used any name other than the names listed on Schedule 4.8 to conduct the Business.
The Company Group has filed appropriate “doing business as” certificates in all applicable jurisdictions with respect to
itself.
4.9 Subsidiaries.
(a) Schedule
4.9 sets forth each Subsidiary and the amount of issued and outstanding capital stock and securities of each Subsidiary that is owned
by the Company Group, which are owned free and clear of all Liens. Except for the unpaid capital stock as listed on Schedule 4.9,
all the capital stock of each Subsidiary are fully paid-up. Except for the Subsidiaries so listed, the Company does not own or Control,
directly or indirectly, any ownership, equity, profits or voting interest in any Person or has any agreement or commitment to purchase
any such interest, and has not agreed and is not obligated to make, nor is bound by any Contract under which it may become obligated
to make, any future investment (in the form of a loan, capital contribution or otherwise) in any other Person.
11
(b) Each
Subsidiary is a corporation duly organized, validly existing and in good standing under and by virtue of the Laws of the jurisdiction
of its formation set forth by its name on Schedule 4.9. Each Subsidiary has all power and authority, corporate and otherwise,
and all governmental licenses, Permits, authorizations, consents and approvals required to own and operate its properties and assets
and to carry on the Business as presently conducted and as proposed to be conducted. No Subsidiary is qualified to do business as a foreign
entity in any jurisdiction, except as set forth by its name on Schedule 4.9, and there is no other jurisdiction in which the character
of the property owned or leased by any Subsidiary or the nature of its activities make qualification of such Subsidiary in any such jurisdiction
necessary. Each Subsidiary has offices located only at the addresses set forth by its name on Schedule 4.9.
(c) No
outstanding capital stock or other securities of any Subsidiary is subject to any right of first refusal, right of first offer, preemptive
right or similar restriction. Except as set forth on Schedule 4.9(c), there are no: (i) outstanding subscriptions, options,
warrants, rights (including “phantom stock rights”), calls, commitments, understandings, conversion rights, rights of exchange,
plans or other agreements of any kind providing for the purchase, issuance or sale of any shares of the capital stock or other securities
of a Subsidiary, or (ii) agreements with respect to any of the capital stock or other securities of a Subsidiary, including any
voting trust, other voting agreement or proxy with respect thereto.
4.10 Consents.
The Contracts listed on Schedule 4.10 are the only Contracts binding upon the Company Group or by which any of the Company Capital
Stock or any of the Company Group’s assets are bound, requiring a consent, approval, authorization, order or other action of or
filing with any Person as a result of the execution, delivery and performance of this Agreement or any of the Additional Agreements or
the consummation of the transactions contemplated hereby or thereby (each of the foregoing, a “Company Consent”).
4.11 Financial
Statements.
(a) Schedule
4.11 includes the audited consolidated financial statements of the Company as of and for the fiscal years ended December 31,
2025 and 2024 consisting of the audited consolidated balance sheet as of such date, the audited consolidated income statement for the
twelve (12) month period ended on such date, and the audited consolidated cash flow statement for the twelve (12) month period ended
on such date, (collectively, the “Financial Statements”) and the audited consolidated balance sheet as of December 31,
2025 (the “Balance Sheet Date”) included therein, the “Balance Sheet”).
(b) The
Financial Statements are complete and accurate and fairly present, in conformity with U.S. GAAP applied on a consistent basis, the financial
position of the Company Group as of the dates thereof and the results of operations of the Company Group for the periods reflected therein.
The Financial Statements (i) were prepared from the Books and Records of the Company Group; (ii) were prepared on an accrual
basis in accordance with U.S. GAAP consistently applied; (iii) contain and reflect all necessary adjustments and accruals for a
fair presentation of the Company’s Group financial condition as of their dates including for all warranty, maintenance, service
and indemnification obligations; and (iv) contain and reflect adequate provisions for all liabilities for all material Taxes applicable
to the Company Group with respect to the periods then ended.
12
(c) Except
as specifically disclosed, reflected or fully reserved against on the Balance Sheet, and for liabilities and obligations of a similar
nature and in similar amounts incurred in the ordinary course of business since the date of the Balance Sheet, there are no liabilities,
debts or obligations of any nature (whether accrued, fixed or contingent, liquidated or unliquidated, asserted or unasserted or otherwise)
relating to the Company Group. All debts and liabilities, fixed or contingent, which should be included under U.S. GAAP on the Balance
Sheet are included therein.
(d) The
Balance Sheet included in the Financial Statements accurately reflects the outstanding Indebtedness of the Company Group as of the date
thereof. Except as set forth on Schedule 4.11, the Company Group does not have any Indebtedness.
(e) All
financial projections delivered by or on behalf of the Company to Purchaser with respect to the Business were prepared in good faith
using assumptions that the Company believes to be reasonable and the Company is not aware of the existence of any fact or occurrence
of any circumstances that is reasonably likely to have an Material Adverse Effect.
4.12 Books
and Records. All Contracts, documents, and other papers or copies thereof delivered to Purchaser by or on behalf of the Company Group
are accurate, complete, and authentic.
(a) The
Books and Records accurately and fairly, in reasonable detail, reflect the transactions and dispositions of assets of and the providing
of services by the Company Group. The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance
that:
(i) transactions
are executed only in accordance with the respective management’s authorization;
(ii) all
income and expense items are promptly and properly recorded for the relevant periods in accordance with the revenue recognition and expense
policies maintained by the Company, as permitted by U.S. GAAP;
(iii) access
to assets is permitted only in accordance with the respective management’s authorization; and
(iv) recorded
assets are compared with existing assets at reasonable intervals, and appropriate action is taken with respect to any differences.
(b) All
accounts, books and ledgers of the Company Group have been properly and accurately kept and completed in all material respects, and there
are no material inaccuracies or discrepancies of any kind contained or reflected therein. Except as disclosed on Schedule 4.12(b),
the Company Group does not have any records, systems controls, data or information recorded, stored, maintained, operated or otherwise
wholly or partly dependent on or held by any means (including any mechanical, electronic or photographic process, whether computerized
or not) which (including all means of access thereto and therefrom) are not under the exclusive ownership (excluding licensed software
programs) and direct control of the Company Group and which is not located at the relevant office.
13
4.13 Absence
of Certain Changes. Since the Balance Sheet Date, the Company Group has conducted the Business in the ordinary course consistent
with past practices. Without limiting the generality of the foregoing, except as set forth on Schedule 4.13, since the Balance
Sheet Date, there has not been:
(a) any
Material Adverse Effect or any material diminishment in the value to Purchaser of the transactions contemplated hereby;
(b) any
transaction, Contract or other instrument entered into, or commitment made, by the Company Group, or any of the Company Group’s
assets (including the acquisition or disposition of any assets) or any relinquishment by the Company Group of any Contract or other right,
in either case other than transactions and commitments in the ordinary course of business consistent in all respects, including kind
and amount, with past practices and those contemplated by this Agreement;
(c) (i) any
redemption of, declaration, setting aside or payment of any dividend or other distribution with respect to any capital stock or other
equity interests in the Company Group; (ii) any issuance by the Company Group of shares of capital stock or other equity interests
in the Company Group, or (iii) any repurchase, redemption or other acquisition, or any amendment of any term, by the Company Group
of any outstanding shares of capital stock or other equity interests;
(d) (i) any
creation or other incurrence of any Lien (other than Permitted Liens) on the Company Capital Stock or any other capital stock or securities
of the Company Group or on any of the Company Group’s assets, and (ii) any making of any loan, advance or capital contributions
to or investment in any Person by the Company Group;
(e) any
material personal property damage, destruction or casualty loss or personal injury loss (whether or not covered by insurance) affecting
the business or assets of the Company Group;
(f) any
material labor dispute, other than routine individual grievances, or any activity or proceeding by a labor union or representative thereof
to organize any employees of the Company Group, which employees were not subject to a collective bargaining agreement at the Balance
Sheet Date, or any lockouts, strikes, slowdowns, work stoppages or threats thereof by or with respect to any employees of the Company
Group;
(g) any
sale, transfer, lease to others or otherwise disposition of any of its assets by the Company Group except for inventory sold in the ordinary
course of business consistent with past practices or immaterial amounts of other Tangible Personal Property not required by its business;
(h) any
capital expenditure by the Company Group in excess in any fiscal month of an aggregate of $100,000 or entering into any lease of capital
equipment or property under which the annual lease charges exceed $100,000 in the aggregate by the Company Group;
(i) any
institution of litigation, settlement or agreement to settle any litigation, action, proceeding or investigation before any court or
governmental body relating to the Company Group or its property or suffering of any actual or threatened litigation, action, proceeding
or investigation before any court or governmental body relating to the Company Group or its property;
14
(j) the
incurrence of any Indebtedness, or any loan of any monies to any Person or guarantee of any obligations of any Person by the Company
Group;
(k) except
as required by U.S. GAAP, any change in the accounting methods or practices (including, any change in depreciation or amortization policies
or rates) of the Company Group or any revaluation of any of the assets of the Company Group;
(l) any
amendment to the Company Group’s organizational documents, or any engagement by the Company Group in any merger, consolidation,
reorganization, reclassification, liquidation, dissolution or similar transaction;
(m) any
acquisition of assets (other than acquisitions of inventory in the ordinary course of business consistent with past practice) or business
of any Person;
(n) any
material Tax election made by the Company Group outside of the ordinary course of business consistent with past practice, or any material
Tax election changed or revoked by the Company Group; any material claim, notice, audit report or assessment in respect of Taxes settled
or compromised by the Company Group; any annual Tax accounting period changed by the Company Group; any Tax allocation agreement, Tax
sharing agreement, Tax indemnity agreement or closing agreement relating to any Tax entered into by the Company Group; or any right to
claim a material Tax refund surrendered by the Company Group; or
(o) any
commitment or agreement to do any of the foregoing.
4.14 Properties;
Title to the Company’s Assets.
(a) Except
as set forth on Schedule 4.14(a), the items of Tangible Personal Property have no defects, are in good operating condition and
repair and function in accordance with their intended uses (ordinary wear and tear excepted) and have been properly maintained, and are
suitable for their present uses and meet all specifications and warranty requirements with respect thereto.
(b) All
of the Tangible Personal Property is located at the office of the Company.
(c) The
Company has good, valid and marketable title in and to, or in the case of the Leases and the assets which are leased or licensed pursuant
to Contracts, a valid leasehold interest or license in or a right to use, all of their assets reflected on the Balance Sheet. Except
as set forth on Schedule 4.14(c), no such asset is subject to any Liens other than Permitted Liens. The Company Group’s
assets constitute all of the assets of any kind or description whatsoever, including goodwill, for the Company Group to operate the Business
immediately after the Closing in the same manner as the Business is currently being conducted.
15
4.15 Litigation.
Except as set forth on Schedule 4.15, there is no Action (or any basis therefore) pending against, or to the best knowledge of
the Company threatened against or affecting, the Company Group, any of its officers or directors, the Business, or any Company Capital
Stock or any of the Company’s Group assets or any Contract before any court, Authority or official or which in any manner challenges
or seeks to prevent, enjoin, alter or delay the transactions contemplated hereby or by the Additional Agreements. There are no outstanding
judgments against the Company Group. The Company Group is not, and has not been in the past five (5) years, subject to any proceeding
with any Authority.
4.16 Contracts.
(a) Schedule
4.16(a) lists all Contracts, oral or written (collectively, “Material Contracts”) to which the Company Group
is a party and which are currently in effect and constitute the following:
(i) all
Contracts that require annual payments or expenses by, or annual payments or income to, the Company Group of $100,000 or more (other
than standard purchase and sale orders entered into in the ordinary course of business consistent with past practice);
(ii) all
sales, advertising, agency, lobbying, broker, sales promotion, market research, marketing or similar contracts and agreements, in each
case requiring the payment of any commissions by the Company Group in excess of $100,000 annually;
(iii) all
employment Contracts, employee leasing Contracts, and consultant and sales representatives Contracts with any current or former officer,
director, employee or consultant of the Company Group or other Person, under which the Company Group (A) has continuing obligations
for payment of annual compensation of at least $100,000 (other than oral arrangements for at-will employment), (B) has severance
or post termination obligations to such Person (other than COBRA obligations), or (C) has an obligation to make a payment upon consummation
of the transactions contemplated hereby or as a result of a change of control of the Company;
(iv) all
Contracts creating a joint venture, strategic alliance, limited liability company and partnership agreements to which the Company Group
is a party;
(v) all
Contracts relating to any acquisitions or dispositions of assets by the Company Group;
(vi) all
Contracts for material licensing agreements, including Contracts licensing Intellectual Property Rights, other than “shrink wrap”
licenses;
(vii) all
Contracts relating to secrecy, confidentiality and nondisclosure agreements restricting the conduct of the Company Group or limiting
the freedom of the Company Group to compete in any line of business or with any Person or in any geographic area;
16
(viii) all
Contracts relating to patents, trademarks, service marks, trade names, brands, copyrights, trade secrets and other Intellectual Property
Rights of the Company Group;
(ix) all
Contracts providing for guarantees, indemnification arrangements and other hold harmless arrangements made or provided by the Company
Group, including all ongoing agreements for repair, warranty, maintenance, service, indemnification or similar obligations;
(x) all
Contracts with or pertaining to the Company Group to which any Affiliate of the Company Group is a party;
(xi) all
Contracts relating to property or assets (whether real or personal, tangible or intangible) in which the Company Group holds a leasehold
interest (including the Leases) and which involve payments to the lessor thereunder in excess of $100,000 per year;
(xii) all
Contracts relating to outstanding Indebtedness, including financial instruments of indenture or security instruments (typically interest-bearing)
such as notes, mortgages, loans and lines of credit;
(xiii) any
Contract relating to the voting or control of the equity interests of the Company Group or the election of directors of the Company Group
(other than the organizational documents of the Company Group);
(xiv) any
Contract not cancellable by the Company Group with no more than 60 days’ notice if the effect of such cancellation would result
in monetary penalty to the Company Group in excess of $100,000 per the terms of such contract;
(xv) any
Contract that can be terminated, or the provisions of which are altered, as a result of the consummation of the transactions contemplated
by this Agreement or any of the Additional Agreements to which the Company Group is a party; and
(xvi) any
Contract for which any of the benefits, compensation or payments (or the vesting thereof) will be increased or accelerated by the consummation
of the transactions contemplated hereby or the amount or value thereof will be calculated on the basis of any of the transactions contemplated
by this Agreement.
(b) Except
as set for the on Schedule 4.16(b), each Contract is a valid and binding agreement, and is in full force and effect, and neither
the Company Group nor, to the Company’s best knowledge, any other party thereto, is in breach or default (whether with or without
the passage of time or the giving of notice or both) under the terms of any such Material Contract. Except as set for the on Schedule
4.16(b), the Company Group has not assigned, delegated, or otherwise transferred any of its rights or obligations with respect to
any Material Contracts, or granted any power of attorney with respect thereto or to any of the Company Group’s assets. Except as
set forth on Schedule 4.16(b), no Contract (i) requires the Company Group to post a bond or deliver any other form of security
or payment to secure its obligations thereunder or (ii) imposes any non-competition covenants that may be binding on, or restrict
the Business or require any payments by or with respect to Purchaser or any of its Affiliates.
17
(c) Except
as set forth on Schedule 4.16(c), none of the execution, delivery or performance by the Company of this Agreement or Additional
Agreements to which the Company is a party or the consummation by the Company of the transactions contemplated hereby or thereby constitutes
a default under or gives rise to any right of termination, cancellation or acceleration of any obligation of the Company Group or to
a loss of any material benefit to which the Company Group is entitled under any provision of any Material Contract.
(d) Except
as set for the on Schedule 4.16(d), the Company Group is in compliance with all covenants, including all financial covenants,
in all notes, indentures, bonds and other instruments or agreements evidencing any Indebtedness.
4.17 Licenses
and Permits. Schedule 4.17 correctly lists each license, franchise, permit, order or approval or other similar authorization
required under applicable law to carry out or otherwise affecting, or relating in any way to, the Business, together with the name of
the Authority issuing the same (the “Permits”). Except as indicated on Schedule 4.17, such Permits are valid
and in full force and effect, and none of the Permits will, assuming the related Company Consent has been obtained or waived prior to
the Closing Date, be terminated or impaired or become terminable as a result of the transactions contemplated hereby. The Company Group
has all Permits necessary to operate the Business.
4.18 Compliance
with Laws. Except as set forth on Schedule 4.18, the Company Group is not in violation of, has not violated, and to the Company’s
best knowledge, is neither under investigation with respect to nor has been threatened to be charged with or given notice of any violation
or alleged violation of, any Law, or judgment, order or decree entered by any court, arbitrator or Authority, domestic or foreign, nor
is there any basis for any such charge and within the last 24 months the Company Group has not received any subpoenas by any Authority.
(a) Without
limiting the foregoing paragraph, the Company Group is not in violation of, has not violated, and to the Company’s best knowledge
is not under investigation with respect to nor has been threatened or charged with or given notice of any violation of any provisions
of:
(i) any
Law applicable due to the specific nature of the Business, including Laws applicable to data privacy, data security and/or personal information
(“Data Protection Laws”) and Laws applicable to lending activities;
(ii) the
Foreign Corrupt Practices Act of 1977 (§§ 78dd-1 et seq.), as amended (the “Foreign Corrupt Practices Act”);
(iii) any
comparable or similar Law of any jurisdiction; or
(iv) any
Law regulating or covering conduct in, or the nature of, the workplace, including regarding sexual harassment or, on any impermissible
basis, a hostile work environment.
18
(b) Without
limiting the foregoing paragraph, neither the Company Group nor, to the knowledge of the Company, any director, officer, agent, employee,
Affiliate or Person acting on behalf of the Company is currently subject to any U.S. sanctions administered by the Office of Foreign
Assets Control of the U.S. Treasury Department (“OFAC”). The Company Group has not engaged in transactions with, or
exported any of its products or associated technical data (i) into (or to a national or resident of) Cuba, Iran, Iraq,
Libya, North Korea, Syria or any other country to which the United States has embargoed goods to or has proscribed economic transactions
with or (ii) to the knowledge of the Company, to any Person included on the United States Treasury Department’s list of Specially
Designated Nationals or the U.S. Commerce Department’s Denied Persons List.
(c) Except
as set forth on Schedule 4.18, no permit, license or registration is required by the Company Group in the conduct of the Business
under any of the Laws described in this Section 4.18.
4.19 Intellectual
Property.
(a) Schedule
4.19 sets forth a true, correct and complete list of all Intellectual Property Rights, specifying as to each, as applicable: (i) the
nature of such Intellectual Property Right; (ii) the owner of such Intellectual Property Right; (iii) the jurisdictions by
or in which such Intellectual Property Right has been issued or registered or in which an application for such issuance or registration
has been filed; and (iv) all licenses, sublicenses and other agreements pursuant to which any Person is authorized to use such Intellectual
Property Right.
(b) Within
the past five (5) years (or prior thereto if the same is still pending or subject to appeal or reinstatement) the Company Group
has not been sued or charged in writing with or been a defendant in any Action that involves a claim of infringement of any Intellectual
Property Rights, and the Company has no knowledge of any other claim of infringement by the Company Group, and no knowledge of any continuing
infringement by any other Person of any Intellectual Property Rights of the Company Group.
(c) The
current use by the Company Group of the Intellectual Property Rights does not infringe, and the use by the Company Group of the Intellectual
Property Rights after the closing will not infringe, the rights of any other Person. Any Intellectual Property Rights used by the Company
Group in the performance of any services under any Contract is, and upon the performance of such Contract remains, owned by the Company
Group and no client, customer or other third-party has any claim of ownership on the Intellectual Property Rights.
(d) Except
as disclosed on Schedule 4.19(d), all employees, agents, consultants or contractors who have contributed to or participated in
the creation or development of any copyrightable, patentable or trade secret material on behalf of the Company Group or any predecessor
in interest thereto either: (i) is a party to a “work-for-hire” agreement under which the Company Group is deemed to
be the original owner/author of all property rights therein; or (ii) has executed an assignment or an agreement to assign in favor
of the Company Group (or such predecessor in interest, as applicable) all right, title and interest in such material.
19
(e) None
of the execution, delivery or performance by the Company of this Agreement or any of the Additional Agreements to which the Company is
a party or the consummation by the Company of the transactions contemplated hereby or thereby will cause any material item of Intellectual
Property Rights owned, licensed, used or held for use by the Company Group immediately prior to the Closing to not be owned, licensed
or available for use by the Company Group on substantially the same terms and conditions immediately following the Closing.
(f) The
Company has taken reasonable measures to safeguard and maintain the confidentiality and value of all trade secrets and other items of
Intellectual Property Rights that are confidential and all other confidential information, data and materials licensed by the Company
Group or otherwise used in the operation of the Business. The transactions contemplated by this Agreement will not result in the violation
of any Data Protection Laws or the privacy policies of the Company Group.
4.20 [intentionally
omitted].
4.21 Accounts
Receivable and Payable; Loans.
(a) All
accounts receivable and notes of the Company Group reflected on the Financial Statements, and all accounts receivable and notes arising
subsequent to the date thereof, represent valid obligations arising from services actually performed or goods actually sold by the Company
Group in the ordinary course of business consistent with past practice. The accounts payable of the Company reflected on the Financial
Statements, and all accounts payable arising subsequent to the date thereof, arose from bona fide transactions in the ordinary course
consistent with past practice.
(b) To
the best of the Company’s knowledge, there is no contest, claim, or right of setoff in any agreement with any maker of an account
receivable or note relating to the amount or validity of such account, receivables or note involving an amount in excess of $100,000.
Except as set forth on Schedule 4.21(b), to the best knowledge of the Company, all accounts, receivables or notes are good and
collectible in the ordinary course of business.
(c) The
information set forth on Schedule 4.21(c) separately identifies any and all accounts, receivables or notes of the Company
Group which are owed by any Affiliate of the Company Group. Except as set forth on Schedule 4.21(c), the Company Group is not
indebted to any of its Affiliates and no Affiliates are indebted to the Company Group.
4.22 Pre-payments.
Except as set forth on Schedule 4.22, the Company Group has not received any payments with respect to any services to be rendered
or goods to be provided after the Closing except in the ordinary course of business.
4.23 Employees.
(a) Schedule
4.23(a) sets forth a true, correct and complete list of each of the 20 highest compensated employees of the Company Group as
of December 31, 2025, setting forth the name, title, current salary or compensation rate for each such person and total compensation
(including bonuses and commissions) paid to each such person for the fiscal year ended December 31, 2025.
20
(b) Except
as set forth on Schedule 4.23(b), the Company Group is not a party to or subject to any collective bargaining agreement,
or any similar agreement, and there has been no activity or proceeding by a labor union or representative thereof to organize any employees
of the Company Group.
(c) There
are no pending or, to the knowledge of the Company, threatened claims or proceedings against the Company Group under any worker’s
compensation policy or long-term disability policy.
4.24 Employment
Matters.
(a) Schedule
4.24(a) sets forth a true and complete list of every employment agreement, commission agreement, employee group or executive
medical, life, or disability insurance plan, and each incentive, bonus, profit sharing, retirement, deferred compensation, equity, phantom
stock, stock option, stock purchase, stock appreciation right or severance plan of the Company Group now in effect or under which the
Company Group has or might have any obligation, or any understanding between the Company Group and any employee concerning the terms
of such employee’s employment that does not apply to the Company Group’s employees generally (collectively, “Labor
Agreements”). The Company Group has previously delivered to Purchaser true and complete copies of each such Labor Agreement,
any employee handbook or policy statement of the Company Group, and complete and correct information concerning the Company Group’s
employees.
(b) Except
as disclosed on Schedule 4.24(b):
(i) to
the best knowledge of the Company Group, no employee of the Company Group, in the ordinary course of his or her duties, has breached
or will breach any obligation to a former employer in respect of any covenant against competition or soliciting clients or employees
or servicing clients or confidentiality or any proprietary right of such former employer; and
(ii) the
Company Group is not a party to any collective bargaining agreement, does not have any material labor relations problems, and there is
no pending representation question or union organizing activity respecting employees of the Company Group.
4.25 Withholding.
Except as disclosed on Schedule 4.25, all obligations of the Company Group applicable to its employees, whether arising by operation
of Law, by contract, by past custom or otherwise, or attributable to payments by the Company Group to trusts or other funds or to any
governmental agency, with respect to unemployment compensation benefits, social security benefits or any other benefits for its employees
with respect to the employment of said employees through the date hereof have been paid or adequate accruals therefor have been made
on the Financial Statements. Except as disclosed on Schedule 4.25, all reasonably anticipated obligations of the Company Group
with respect to such employees (except for those related to wages during the pay period immediately prior to the Closing Date and arising
in the ordinary course of business), whether arising by operation of Law, by contract, by past custom, or otherwise, for salaries and
holiday pay, bonuses and other forms of compensation payable to such employees in respect of the services rendered by any of them prior
to the date hereof have been or will be paid by the Company Group prior to the Closing Date.
21
4.26 Employee
Benefits and Compensation. Schedule 4.26 sets forth each “employee benefit plan” (as defined in Section 3(3) of
ERISA), bonus, deferred compensation, equity-based or non-equity-based incentive, severance or other plan or written agreement relating
to employee or director benefits or employee or director compensation or fringe benefits, maintained or contributed to by the Company
Group at any time during the 5-calendar year period immediately preceding the date hereof and/or with respect to which the Company Group
could incur or could have incurred any direct or indirect, fixed or contingent liability (each a “Plan” and collectively,
the “Plans”). Each Plan is in compliance with applicable law in all material respects.
4.27 Real
Property.
(a) Except
as set forth on Schedule 4.27, the Company Group does not own, or otherwise have an interest in, any Real Property, including
under any Real Property lease, sublease, space sharing, license or other occupancy agreement. The Company Group has good, valid and subsisting
title to its respective leasehold estates in the offices described on Schedule 4.27, free and clear of all Liens. The Company
Group has not breached or violated any local zoning ordinance, and no notice from any Person has been received by the Company Group or
served upon the Company Group claiming any violation of any local zoning ordinance.
(b) With
respect to the Lease: (i) it is valid, binding and in full force and effect; (ii) all rents and additional rents and other
sums, expenses and charges due thereunder have been paid; (iii) the lessee has been in peaceable possession since the commencement
of the original term thereof; (iv) no waiver, indulgence or postponement of the lessee’s obligations thereunder has been granted
by the lessor; (v) there exist no default or event of default thereunder by the Company Group or, to the Company’s knowledge,
by any other party thereto; (vi) there exists no occurrence, condition or act which, with the giving of notice, the lapse of time
or the happening of any further event or condition, would become a default or event of default by the Company Group thereunder; and (vii) there
are no outstanding claims of breach or indemnification or notice of default or termination thereunder. The Company Group holds the leasehold
estate on the Lease free and clear of all Liens, except for Liens of mortgagees of the Real Property in which such leasehold estate is
located. The Real Property leased by the Company Group is in a state of maintenance and repair in all material respects adequate and
suitable for the purposes for which it is presently being used, and there are no material repair or restoration works likely to be required
in connection with any of the leased Real Properties. The Company Group is in physical possession and actual and exclusive occupation
of the whole of the leased property, none of which is subleased or assigned to another Person. The Lease leases all useable square footage
of the premise located at the leased Real Property. The Company Group does not owe any brokerage commission with respect to any Real
Property.
4.28 Accounts.
Schedule 4.28 sets forth a true, complete and correct list of the checking accounts, deposit accounts, safe deposit boxes, and
brokerage, commodity and similar accounts of the Company Group, including the account number and name, the name of each depositary or
financial institution and the address where such account is located and the authorized signatories thereto.
22
4.29 Tax
Matters. Except as set forth on Schedule 4.29:
(a) (i) The
Company Group has duly and timely filed all material Tax Returns which are required to be filed by or with respect to it, and has paid
all Taxes which have become due; (ii) all such Tax Returns are true, correct and complete and accurate in all material respects;
(iii) all such Tax Returns have been examined by the relevant Taxing Authority or the period for assessment for Taxes in respect
of such Tax Returns has expired; (iv) there is no Action, pending or proposed in writing, with respect to Taxes of the Company Group;
(v) no statute of limitations in respect of the assessment or collection of any Taxes of the Company Group for which a Lien may
be imposed on any of the Company Group’s assets has been waived or extended, which waiver or extension is in effect; (vi) the
Company Group has complied in all material respects with all applicable Laws relating to the reporting, payment, collection and withholding
of Taxes and has duly and timely withheld or collected, paid over to the applicable Taxing Authority and reported all Taxes (including
income, social, security and other payroll Taxes) required to be withheld or collected by the Company Group; (vii) no stock transfer
Tax, sales Tax, use Tax, real estate transfer Tax or other similar Tax will be imposed on the transfer of the Company Capital Stock by
the Members to the Purchaser pursuant to this Agreement; (viii) there is no Lien (other than Permitted Liens) for Taxes upon any
of the assets of the Company Group; (ix) there is no outstanding request for a ruling from any Taxing Authority, request for a consent
by a Taxing Authority for a change in a method of accounting, subpoena or request for information by any Taxing Authority, or agreement
with any Taxing Authority, with respect to the Company Group; (x) no claim has ever been made by a Taxing Authority in a jurisdiction
where the Company Group has not paid any Tax or filed Tax Returns, asserting that the Company Group is or may be subject to Tax in such
jurisdiction; (xi) the Company Group has provided to Purchaser true, complete and correct copies of all Tax Returns relating to,
and all audit reports and correspondence relating to each proposed adjustment, if any, made by any Taxing Authority with respect to,
any taxable period ending after December 31, 2020; (xii) there is no outstanding power of attorney from the Company Group authorizing
anyone to act on behalf of the Company Group in connection with any Tax, Tax Return or Action relating to any Tax or Tax Return of the
Company Group; (xiii) the Company Group is not, and has ever been, a party to any Tax sharing or Tax allocation Contract; (xiv) the
Company Group is and has never been included in any consolidated, combined or unitary Tax Return; (xv) to the knowledge of the Company,
no issue has been raised by a Taxing Authority in any prior Action relating to the Company Group with respect to any Tax for any period
which, by application of the same or similar principles, could reasonably be expected to result in a proposed Tax deficiency of the Company
Group for any other period; and (xvi) the Company Group has not requested any extension of time within which to file any Tax Return,
which Tax Return has since not been filed.
(b) The
Company Group will not be required to include any item of income or exclude any item of deduction for any taxable period ending after
the Closing Date as a result of the use of a method of accounting with respect to any transaction that occurred on or before the Closing
Date.
23
(c) The
unpaid Taxes of the Company Group (i) did not, as of the most recent fiscal month end, exceed the reserve for Tax liability (rather
than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the Unaudited
Financial Statements and (ii) will not exceed that reserve as adjusted for the passage of time through the Closing Date in accordance
with the past custom and practice of the Company in filing its Tax Return.
4.30 Environmental
Laws.
(a) Except
as set forth in Schedule 4.30, the Company Group has not (i) received any written notice of any alleged claim, violation
of or Liability under any Environmental Law which has not heretofore been cured or for which there is any remaining liability; (ii) disposed
of, emitted, discharged, handled, stored, transported, used or released any Hazardous Materials, arranged for the disposal, discharge,
storage or release of any Hazardous Materials, or exposed any employee or other individual to any Hazardous Materials so as to give rise
to any Liability or corrective or remedial obligation under any Environmental Laws; or (iii) entered into any agreement that may
require it to guarantee, reimburse, pledge, defend, hold harmless or indemnify any other Person with respect to liabilities arising out
of Environmental Laws or the Hazardous Materials Activities of the Company Group.
(b) The
Company Group has delivered to Purchaser all material records in its possession concerning the Hazardous Materials Activities of the
Company Group and all environmental audits and environmental assessments in the possession or control of the Company Group of any facility
currently owned, leased or used by the Company Group which identifies the potential for any violations of Environmental Law or the presence
of Hazardous Materials on any property currently owned, leased or used by the Company Group.
(c) Except
as set forth on Schedule 4.30(c), there are no Hazardous Materials in, on, or under any properties owned, leased or used at any
time by the Company Group such as could give rise to any material liability or corrective or remedial obligation of the Company Group
under any Environmental Laws.
4.31 Finders’
Fees. Except as set forth on Schedule 4.31, there is no investment banker, broker, finder or other intermediary which has
been retained by or is authorized to act on behalf of the Company Group or any of Affiliates who might be entitled to any fee or commission
from the Company, Merger Sub, Purchaser or any of their Affiliates upon consummation of the transactions contemplated by this Agreement.
4.32 Powers
of Attorney and Suretyships. Except as set forth on Schedule 4.32, the Company Group does not have any general or special
powers of attorney outstanding (whether as grantor or grantee thereof) or any obligation or liability (whether actual, accrued, accruing,
contingent, or otherwise) as guarantor, surety, co-signer, endorser, co-maker, indemnitor or otherwise in respect of the obligation of
any Person.
4.33 Directors
and Officers. Schedule 4.33 sets forth a true, correct and complete list of all directors and officers of the Company Group.
24
4.34 Certain
Business Practices. Neither the Company Group, nor any director, officer, agent or employee of the Company Group (in their capacities
as such) has (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political
activity, (ii) made any unlawful payment to foreign or domestic government officials or employees, to foreign or domestic political
parties or campaigns or violated any provision of the Foreign Corrupt Practices Act of 1977 or (iii) made any other unlawful payment.
Neither the Company Group, nor any director, officer, agent or employee of the Company Group (nor any Person acting on behalf of any
of the foregoing, but solely in his or her capacity as a director, officer, employee or agent of the Company Group) has, since January 1,
2021, directly or indirectly, given or agreed to give any gift or similar benefit in any material amount to any customer, supplier, governmental
employee or other Person who is or may be in a position to help or hinder the Company Group or assist the Company Group in connection
with any actual or proposed transaction, which, if not given or continued in the future, would reasonably be expected to adversely affect
the business or prospects of the Company Group and would reasonably be expected to subject the Company Group to suit or penalty in any
private or governmental litigation or proceeding.
4.35 Money
Laundering Laws. The operations of the Company Group are and have been conducted at all times in compliance with anti-money laundering
statutes in all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or
guidelines, issued, administered or enforced by any governmental authority (collectively, the “Money Laundering Laws”),
and no Action involving the Company Group with respect to the Money Laundering Laws is pending or, to the knowledge of the Company, threatened.
4.36 Insurance.
All forms of insurance owned or held by and insuring the Company Group are set forth on Schedule 4.36, and such policies are in
full force and effect. All premiums with respect to such policies covering all periods up to and including the Closing Date have been
paid, and no notice of cancellation or termination has been received with respect to any such policy which was not replaced on substantially
similar terms prior to the date of such cancellation or termination. There is no existing default or event which, with or without the
passage of time or the giving of notice or both, would constitute a default under any such policy or entitle any insurer to terminate
or cancel any such policy. Such policies will not in any way be affected by or terminate or lapse by reason of the transactions contemplated
by this Agreement or the Additional Agreements. The insurance policies to which the Company Group is a party are sufficient for compliance
with all requirements of all Contracts to which the Company Group is a party or by which the Company Group is bound. In the three (3) years
preceding the date of this Agreement, the Company Group has not been refused any insurance with respect to its assets or operations or
had its coverage limited by any insurance carrier to which it has applied for any such insurance or with which it has carried insurance.
The Company Group does not have any self-insurance arrangements.
4.37 Related
Party Transactions. Except as contemplated by this Agreement and the Financial Statements, no Affiliate of the Company Group (a) is
a party to any Contract, or has otherwise entered into any transaction, understanding or arrangement, with the Company Group or (b) owns
any property or right, tangible or intangible, which is used by the Company Group.
25
ARTICLE V
REPRESENTATIONS AND WARRANTIES OF PURCHASER
Except as disclosed in the
Purchaser SEC Documents filed with or furnished to the SEC prior to the date of this Agreement (other than any risk factor disclosures
or other similar cautionary or predictive statements therein) and subject to the Purchaser Stockholder Approval, the filing of the Certificate
of Merger and the filing of the Certificate of Designation, Purchaser hereby represent and warrant to the Company that each of the following
representations and warranties are true, correct and complete as of the date of this Agreement and as of the Closing Date:
5.1 Corporate
Existence and Power. Purchaser is a corporation duly incorporated, validly existing and in good standing under the laws of the Stater
of Delaware.
5.2 Corporate
Authorization. The execution, delivery and performance by the Purchaser of this Agreement and the Additional Agreements and the consummation
by the Purchaser of the transactions contemplated hereby and thereby are within the corporate powers of the Purchaser and have been duly
authorized by all necessary corporate action on the part of the Purchaser. This Agreement has been duly executed and delivered by the
Purchaser and it constitutes, and upon its execution and delivery, the Additional Agreements will constitute, a valid and legally binding
agreement of the Purchaser, enforceable against it in accordance with its terms, except as may be limited by bankruptcy, insolvency,
reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity.
5.3 Governmental
Authorization. Assuming the accuracy of the representations and warranties set forth in Section 4.3, neither the execution,
delivery nor performance of this Agreement requires any consent, approval, license or other action by or in respect of, or registration,
declaration or filing with any Authority.
5.4 Non-Contravention.
The execution, delivery and performance by the Purchaser of this Agreement does not and will not (i) contravene or conflict with
the organizational or constitutive documents of the Purchaser, or (ii) contravene or conflict with or constitute a violation of
any provision of any Law, judgment, injunction, order, writ, or decree binding upon the Purchaser.
5.5 Finders’
Fees. Except for any liabilities for fees or commissions described on Schedule 4.31 (which are the responsibility of the Company),
there is no investment banker, broker, finder or other intermediary which has been retained by or is authorized to act on behalf of the
Purchaser or their Affiliates who might be entitled to any fee or commission from the Company or any of its Affiliates upon consummation
of the transactions contemplated by this Agreement or any of the Additional Agreements.
5.6 Issuance
of Shares. The Purchaser Common Stock Payment Shares and the Purchaser Preferred Stock Payment Shares, when issued in accordance
with this Agreement, will be duly authorized and validly issued, and will be fully paid and nonassessable. The shares of Purchaser Common
Stock issuable upon conversion of the Purchaser Preferred Stock Payment Shares, when issued in accordance with this Agreement and the
Certificate of Designation, will be duly authorized and validly issued, and will be fully paid and nonassessable.
26
5.7 [intentionally
omitted].
5.8 Information
Supplied. None of the information supplied or to be supplied by the Purchaser expressly for inclusion or incorporation by reference
in the filings with the SEC and mailings to Purchaser’s stockholders with respect to the solicitation of proxies to approve the
transactions contemplated by this Agreement and the Additional Agreements, if applicable, or in any other Additional Purchaser SEC Documents,
will, at the date of filing and/ or mailing, as the case may be, contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under
which they are made, not misleading (subject to the qualifications and limitations set forth in the materials provided by Purchaser or
that is included in the Purchaser SEC Documents).
5.9 Board
Approval. The Purchaser’s board of directors (including any required committee or subgroup of such board) has, as of the date
of this Agreement, unanimously (i) declared the advisability of the transactions contemplated by this Agreement, (ii) determined
that the transactions contemplated hereby are in the best interests of the stockholders of Purchaser and (iii) determined that the
transactions contemplated hereby constitutes a “Business Combination” as such term is defined in Purchaser’s amended
and restated certificate of incorporation and bylaws.
5.10 Purchaser
SEC Documents and Financial Statements. Purchaser has filed all forms, reports, schedules, statements and other documents, including
any exhibits thereto, required to be filed or furnished by Purchaser with the SEC since Purchaser’s formation under the Exchange
Act or the Securities Act, together with any amendments, restatements or supplements thereto, and will use commercially reasonable efforts
to file all such forms, reports, schedules, statements and other documents required to be filed subsequent to the date of this Agreement
(the “Additional Purchaser SEC Documents”). Purchaser has made available to the Company copies in the form filed with
the SEC of all of the following, except to the extent available in full without redaction on the SEC’s website through EDGAR for
at least two (2) days prior to the date of this Agreement: (i) Purchaser’s Annual Reports on Form 10-K for each
fiscal year of Purchaser beginning with the first year Purchaser was required to file such a form, (ii) all proxy statements relating
to Purchaser’s meetings of stockholders (whether annual or special) held, and all information statements relating to stockholder
consents, since the beginning of the first fiscal year referred to in clause (i) above, (iii) its Form 8-Ks filed since
the beginning of the first fiscal year referred to in clause (i) above, and (iv) all other forms, reports, registration statements
and other documents (other than preliminary materials if the corresponding definitive materials have been provided to the Company pursuant
to this Section 6.12) filed by Purchaser with the SEC since Purchaser’s formation (the forms, reports, registration statements
and other documents referred to in clauses (i), (ii), (iii), and (iv) above, whether or not available through EDGAR, are, collectively,
the (“Purchaser SEC Documents”). The Purchaser SEC Documents were, and the Additional Purchaser SEC Documents will
be, prepared in all material respects in accordance with the requirements of the Securities Act, the Exchange Act, and the Sarbanes-Oxley
Act, as the case may be, and the rules and regulations thereunder. The Purchaser SEC Documents did not, and the Additional Purchaser
SEC Documents will not, at the time they were or are filed, as the case may be, with the SEC (except to the extent that information contained
in any Purchaser SEC Document or Additional Purchaser SEC Document has been or is revised or superseded by a later filed Purchaser SEC
Document or Additional Purchaser SEC Document, then on the date of such filing) contain any untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the
circumstances under which they were made, not misleading; provided, however, that the foregoing does not apply to statements
in or omissions in any information supplied or to be supplied by the Company Group expressly for inclusion or incorporation by reference
in any Proxy Statement or Other Filing. As used in this Section 5.10, the term “file” shall be broadly construed to
include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC.
27
5.11 Certain
Business Practices. Neither the Purchaser, nor any director, officer, agent or employee of the Purchaser (in their capacities as
such) has (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity,
(ii) made any unlawful payment to foreign or domestic government officials or employees, to foreign or domestic political parties
or campaigns or violated any provision of the Foreign Corrupt Practices Act of 1977 or (iii) made any other unlawful payment. Neither
the Purchaser, nor any director, officer, agent or employee of the Purchaser (nor any Person acting on behalf of any of the foregoing,
but solely in his or her capacity as a director, officer, employee or agent of the Purchaser) has, since January 31, 2024, directly
or indirectly, given or agreed to give any gift or similar benefit in any material amount to any customer, supplier, governmental employee
or other Person who is or may be in a position to help or hinder the Purchaser or assist the Purchaser in connection with any actual
or proposed transaction, which, if not given or continued in the future, would reasonably be expected to adversely affect the business
or prospects of the Purchaser and would reasonably be expected to subject the Purchaser to suit or penalty in any private or governmental
litigation or proceeding.
5.12 Money
Laundering Laws. The operations of the Purchaser are and have been conducted at all times in compliance with the Money Laundering
Laws, and no Action involving the Purchaser with respect to the Money Laundering Laws is pending or, to the knowledge of the Purchaser,
threatened.
ARTICLE VI
COVENANTS OF THE PARTIES PENDING CLOSING
6.1 Conduct
of the Business. Each of the Company and the Purchaser covenants and agrees that:
(a) from the date hereof
through the Closing Date, each party shall conduct business only in the ordinary course, (including the payment of accounts payable and
the collection of accounts receivable), consistent with past practices, and shall not enter into any material transactions without the
prior written consent of the other party, and shall use its best efforts to preserve intact its business relationships with employees,
clients, suppliers and other third parties. Without limiting the generality of the foregoing and other than to effect the Nasdaq Reverse
Split, from the date hereof until and including the Closing Date, without the other party’s prior written consent (which shall
not be unreasonably withheld), neither party shall, and the Company shall cause its Subsidiaries not to:
(i) amend,
modify or supplement its certificate of incorporation and bylaws or other organizational or governing documents;
28
(ii) amend,
waive any provision of, terminate prior to its scheduled expiration date, or otherwise compromise in any way, any Contract or any other
right or asset of the Company or Purchaser;
(iii) modify,
amend or enter into any contract, agreement, lease, license or commitment, which (A) is with respect to Real Property, (B) extends
for a term of one year or more or (C) obligates the payment of more than $100,000 (individually or in the aggregate);
(iv) make
any capital expenditures in excess of $100,000 (individually or in the aggregate);
(v) sell,
lease, license or otherwise dispose of any of the Company Group’s or Purchaser’s assets or assets covered by any Contract
except pursuant to existing contracts or commitments disclosed herein;
(vi) accept
returns of products sold from Inventory except in the ordinary course, consistent with past practice;
(vii) pay,
declare or promise to pay any dividends or other distributions with respect to its capital stock or other equity securities, or pay,
declare or promise to pay any other payments to any stockholder or other equityholder (other than payment of salary, benefits, leases,
commissions and other regular and necessary similar payments in the ordinary course);
(viii) obtain
or incur any loan or other Indebtedness, including drawings under the Company Group’s or the Purchaser’s existing lines of
credit, or repay or satisfy any Indebtedness other than repayment of Indebtedness in accordance with the terms thereof;
(ix) suffer
or incur any Lien, except for Permitted Liens, on the Company Group’s assets;
(x) suffer
any damage, destruction or loss of property related to any of the Company Group’s or the Purchaser’s assets, whether or not
covered by insurance;
(xi) delay,
accelerate or cancel any receivables or Indebtedness owed to the Company Group or the Purchaser or write off or make further reserves
against the same;
(xii) merge
or consolidate with or acquire any other Person or be acquired by any other Person;
29
(xiii) permit
any insurance policy protecting any of the Company Group’s or the Purchaser’s assets to lapse, unless simultaneously with
such lapse, a replacement policy underwritten by an insurance company of nationally recognized standing having comparable deductions
and providing coverage equal to or greater than the coverage under the lapsed policy for substantially similar premiums or less is in
full force and effect;
(xiv) adopt
any severance, retention or other employee plans, amend any of its employee plans or fail to continue to make timely contributions thereto
in accordance with the terms thereof;
(xv) institute,
settle or agree to settle any litigation, action, proceeding or investigation before any court or governmental body in each case in excess
of $100,000 (exclusive of any amounts covered by insurance) or that imposes injunctive or other non-monetary relief on such party;
(xvi) make
any change in its accounting principles or methods or write down the value of any Inventory or assets;
(xvii) change
the place of business or jurisdiction of organization;
(xviii) issue,
redeem or repurchase any capital stock, membership interests or other securities, or issue any securities exchangeable for or convertible
into any shares of its capital stock or other securities;
(xix) make
or change any material Tax election or change any annual Tax accounting periods;
(xx) enter
into any transaction with or distribute or advance any assets or property to any of its Affiliates other than the payment of salary and
benefits in the ordinary course; or
(xxi) agree
to do any of the foregoing.
(b) Neither
party shall knowingly and intentionally (i) take or agree to take any action that might make any representation or warranty of such
party inaccurate or misleading in any respect at, or as of any time prior to, the Closing Date or (ii) omit to take, or agree to
omit to take, any action necessary to prevent any such representation or warranty from being inaccurate or misleading in any respect
at any such time.
(c) From
the date hereof through the Closing Date, neither the Company Group, on the one hand, nor the Purchaser, on the other hand, shall, and
such Persons shall use reasonable best efforts to cause each of their respective officers, directors, Affiliates, managers, consultant,
employees, representatives and agents not to, directly or indirectly, (i) encourage, solicit, initiate, engage or participate in
negotiations with any Person concerning any Alternative Transaction, (ii) take any other action intended or designed to facilitate
the efforts of any Person relating to a possible Alternative Transaction or (iii) approve, recommend or enter into any Alternative
Transaction or any Contract related to any Alternative Transaction. For purposes of this Agreement, the term “Alternative Transaction”
shall mean any of the following transactions involving the Company Group or the Purchaser (other than the transactions contemplated by
this Agreement): (i) any merger, consolidation, share exchange, business combination or other similar transaction, or (ii) any
sale, lease, exchange, transfer or other disposition of a material portion of the assets of such Person (other than sales of inventory
in the ordinary course of business) or any class or series of the capital stock or other equity interests of the Company Group or the
Purchaser in a single transaction or series of transactions. In the event that there is an unsolicited proposal for, or an indication
of a serious interest in entering into, an Alternative Transaction, communicated in writing to the Company Group or the Purchaser or
any of their respective representatives or agents (each, an “Alternative Proposal”), such party shall as promptly
as practicable (and in any event within one (1) Business Day after receipt) advise the other parties to this Agreement orally and
in writing of any Alternative Proposal and the material terms and conditions of any such Alternative Proposal (including any changes
thereto) and the identity of the person making any such Alternative Proposal. The Company and the Purchaser shall keep the other parties
informed on a reasonably current basis of material developments with respect to any such Alternative Proposal.
30
6.2 Access
to Information. From the date hereof until and including the Closing Date, the Company and the Purchaser shall each, to the best
of its ability, (a) continue to give the other party, its legal counsel and other representatives full access to the offices, properties
and, Books and Records, (b) furnish to the other party, its legal counsel and other representatives such information relating to
the business of the Company Group and the Purchaser as such Persons may request and (c) cause the employees, legal counsel, accountants
and representatives to cooperate with the other party in its investigation of the Business; provided that no investigation pursuant to
this Section (or any investigation prior to the date hereof) shall affect any representation or warranty given by the Company or
the Purchaser and, provided further, that any investigation pursuant to this Section shall be conducted in such manner as not to
interfere unreasonably with the conduct of the Business of the Company. Notwithstanding anything to the contrary in this Agreement, neither
party shall be required to provide the access described above or disclose any information if doing so is reasonably likely to (i) result
in a waiver of attorney-client privilege, work product doctrine or similar privilege or (ii) violate any contract to which it is
a party or to which it is subject or applicable Law.
6.3 Notices
of Certain Events. Each party shall promptly notify the other party of:
(a) any
notice or other communication from any Person alleging or raising the possibility that the consent of such Person is or may be required
in connection with the transactions contemplated by this Agreement or that the transactions contemplated by this Agreement might give
rise to any Action or other rights by or on behalf of such Person or result in the loss of any rights or privileges of the Company (or
the Purchaser, post-Closing) to any such Person or create any Lien on any Company Capital Stock or capital stock of the Purchaser or
any of the Company Group’s or the Purchaser’s assets;
(b) any
notice or other communication from any Authority in connection with the transactions contemplated by this Agreement or the Additional
Agreements;
(c) any
Actions commenced or threatened against, relating to or involving or otherwise affecting either party or any of their stockholders or
their equity, assets or business or that relate to the consummation of the transactions contemplated by this Agreement or the Additional
Agreements;
31
(d) the
occurrence of any fact or circumstance which constitutes or results, or might reasonably be expected to constitute or result, in a Material
Adverse Change; and
(e) any
inaccuracy of any representation or warranty of such party contained in this Agreement at any time during the term hereof, or any failure
of such party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, that would
reasonably be expected to cause any of the conditions set forth in Article IX not to be satisfied.
6.4 Annual
and Interim Financial Statements. From the date hereof through the Closing Date, within forty-five (45) calendar days following the
end of each three-month quarterly period, the Company shall deliver to Purchaser an unaudited consolidated summary of the Company Group’s
earnings and an unaudited consolidated balance sheet for the period from the Balance Sheet Date through the end of such quarterly period
and the applicable comparative period in the preceding fiscal year. The Company shall also promptly deliver to Purchaser copies of any
audited consolidated financial statements of the Company Group that the Company’s certified public accountants may issue.
6.5 SEC
Filings.
(a) The
Company acknowledges that:
(i) the
Purchaser’s stockholders must approve the Preferred Stock Conversion Proposal (the “Purchaser Stockholder Approval”)
prior to the conversion of any Purchaser Convertible Preferred Stock and that, in connection with such approval, the Purchaser must call
a special meeting of its stockholders (the “Purchaser Stockholders’ Meeting”) requiring Purchaser to prepare
and file with the SEC a proxy statement and proxy card (the “Proxy Statement”);
(ii) the
Purchaser will be required to file Quarterly and Annual reports that may be required to contain information about the transactions contemplated
by this Agreement; and
(iii) the
Purchaser will be required to file Current Reports on Form 8-K to announce the transactions contemplated hereby and other significant
events that may occur in connection with such transactions.
(b) The
Company acknowledges that a substantial portion of the Proxy Statement shall include disclosure regarding the Company and its management,
operations and financial condition. Accordingly, the Company agrees to as promptly as reasonably practical provide Purchaser with such
information as shall be reasonably requested by Purchaser for inclusion in or attachment to the Proxy Statement, and that such information
is accurate in all material respects and complies as to form in all material respects with the requirements of the Exchange Act and the
rules and regulations promulgated thereunder. The Company understands that such information shall be included in the Proxy Statement
and/or responses to comments from the SEC or its staff in connection therewith and mailings. The Company shall make, and cause each Subsidiary
to make, their managers, directors, officers and employees available to Purchaser and its counsel in connection with the drafting of
such filings and mailings and responding in a timely manner to comments from the SEC.
32
6.6 Employees
of the Company and the Manager. Schedule 6.6 lists those employees designated by the Company as key personnel of the Company
(the “Key Personnel”). The Key Personnel shall, as a condition to their continued employment with the Company, execute
and deliver to the Company non-competition, non-solicitation and confidentiality agreements in form and substance satisfactory to Purchaser
(the “Non-Compete Agreements”). The Company shall use its best efforts to enter into Labor Agreements with each of
its employees to the extent required by law prior to the Closing Date, and to satisfy all accrued obligations of the Company Group applicable
to its employees, whether arising by operation of Law, by Contract, by past custom or otherwise, for payments by the Company to any trust
or other fund or to any Authority, with respect to, social insurance benefits, housing fund benefits, unemployment or disability compensation
benefits or otherwise.
ARTICLE VII
COVENANTS OF THE COMPANY
The Company agrees that:
7.1 Reporting
and Compliance with Laws. From the date hereof through the Closing Date, the Company shall on behalf of the Company Group duly and
timely file all Tax Returns required to be filed with the applicable Taxing Authorities, pay any and all Taxes required by any Taxing
Authority and duly observe and conform in all material respects, to all applicable Laws and Orders.
7.2 Best
Efforts to Obtain Consents. The Company shall use its best efforts to obtain each Company Consent and Governmental Approval as promptly
as practicable hereafter.
7.3 Regulatory
Licenses. The Company shall use its best efforts to obtain all the requisite regulatory licenses and permits for purposes of carrying
out the Business legitimately.
7.4 Best
Efforts to Obtain Consents. The Company shall use its best efforts to obtain the Company Member Approval as promptly as practicable
after the Closing.
ARTICLE VIII
COVENANTS OF ALL PARTIES HERETO
The parties hereto covenant
and agree that:
8.1 Best
Efforts; Further Assurances. Subject to the terms and conditions of this Agreement, each party shall use its best efforts to take,
or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable under applicable Laws, and in the
case of the Company, as reasonably requested by Purchaser, to consummate and implement expeditiously each of the transactions contemplated
by this Agreement. The parties hereto shall execute and deliver such other documents, certificates, agreements and other writings and
take such other actions as may be necessary or desirable in order to consummate or implement expeditiously each of the transactions contemplated
by this Agreement.
33
8.2 Cooperation
with Proxy Statement.
(a) Notwithstanding
anything in this Agreement to the contrary, it is understood and agreed that the Purchaser intends to promptly prepare and file with
the SEC the Proxy Statement relating to the Purchaser Stockholders’ Meeting to be held in connection with the Preferred Stock Conversion
Proposal. The Company and Purchaser acknowledge that, under the Nasdaq Stock Market Rules, the Closing Payment Shares will not be entitled
to vote on the Preferred Stock Conversion Proposal.
(b) The
Company shall provide Purchaser with all reasonable information concerning the business of the Company Group and the management, operations
and financial condition of the Company Group as is required by the SEC for inclusion in the Proxy Statement (“Company Information”),
including, all financial statements required by relevant securities laws and regulations (the “Required Financial Statements”),
which shall be prepared under such accounting principles and for such periods as required by the forms, rules and regulations of
the SEC or as requested by the SEC in connection with its review of the Proxy Statement or any Other Filing. Subject to the Company’s
review and approval of any Proxy Statement including Company Information and the consent of the Company’s auditor to the inclusion
of the Required Financial Statements in any Proxy Statement (in each case, such approval or consent not to be unreasonably withheld,
conditioned or delayed), the Company acknowledges and agrees that Company Information (including the Required Financial Statements),
or summaries thereof or extracts therefrom, may be included in the Proxy Statement and any other filings required under the Exchange
Act, Securities Act or any other United States federal, foreign or blue sky laws (“Other Filings”). In connection
therewith, the Company shall instruct the employees, counsel, financial advisors, auditors and other authorized representatives of the
Company Group to reasonably cooperate with Purchaser as relevant if required to achieve the foregoing. The Purchaser agrees to provide
the Company with a reasonable opportunity to review any Proxy Statement and to not file any Proxy Statement without the Company’s
approval (such approval not to be unreasonably withheld, conditioned or delayed).
(c) As
of the date of the filing of any Proxy Statement with the SEC or Other Filing, none of the Company Information, Required Financial Statements
or other financial information supplied by the Company in connection with the Proxy Statement or Other Filing shall contain any untrue
statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements
therein in light of the circumstances under which they were made, not misleading. If at any time prior to Closing, a change in such Company
Information, Required Financial Statements or other financial information, which would make the preceding sentence incorrect, should
be discovered by the Company, it shall promptly notify Purchaser of such change. The Company shall reasonably cooperate with Purchaser
on a best efforts basis in its filing of the Proxy Statement and Other Filings, and shall instruct the employees, counsel, financial
advisors, auditors and other authorized representatives of the Company Group to reasonably cooperate with Purchaser in connection therewith.
34
8.3 Confidentiality.
Except as necessary to complete the Proxy Statement or any other Proxy Statement or Other Filings, the Company, on the one hand, and
Purchaser, on the other hand, shall hold and shall cause their respective representatives to hold in strict confidence, unless compelled
to disclose by judicial or administrative process or by other requirements of Law, all documents and information concerning the other
party furnished to it by such other party or its representatives in connection with the transactions contemplated by this Agreement (except
to the extent that such information can be shown to have been (a) previously known by the party to which it was furnished, (b) in
the public domain through no fault of such party or (c) later lawfully acquired from other sources, which source is not the agent
of the other party, by the party to which it was furnished), and each party shall not release or disclose such information to any other
person, except its representatives in connection with this Agreement. In the event that any party believes that it is required to disclose
any such confidential information pursuant to applicable Laws, to the extent legally permissible, such party shall give timely written
notice to the other party so that such party may have an opportunity to obtain a protective order or other appropriate relief. Each party
shall be deemed to have satisfied its obligations to hold confidential information concerning or supplied by the other party if it exercises
the same care as it takes to preserve confidentiality for its own similar information. The parties acknowledge that some previously confidential
information will be required to be disclosed in the Proxy Statement and any other Proxy Statement and Other Filings.
ARTICLE IX
CONDITIONS TO CLOSING
9.1 Condition
to the Obligations of the Parties. The obligations of all of the parties to consummate the Closing are subject to the satisfaction
of all the following conditions:
(a) No
provisions of any applicable Law, and no Order shall restrain or prohibit or impose any condition on the consummation of the Closing;
(b) There
shall not be any Action brought by any governmental Authority to enjoin or otherwise restrict the consummation of the Closing;
(c) The
Registration Rights Agreement shall have been entered into and the same shall be in full force and effect.
(d) The
Certificate of Designation shall have been filed with the Secretary of State of the State of Delaware.
(e) Purchaser
Common Stock remains listed on The Nasdaq Stock Market.
9.2 Conditions
to Obligations of Purchaser. The obligation of Purchaser to consummate the Closing is subject to the satisfaction, or the waiver
at Purchaser’s sole and absolute discretion, of all the following further conditions:
(a) The
Company shall have duly performed all of its obligations hereunder required to be performed by it at or prior to the Closing Date.
35
(b) All
of the representations and warranties of the Company contained in this Agreement and in any certificate delivered by the Company pursuant
hereto, disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect, regardless
of whether it involved a known risk, shall: (i) be true, correct and complete at and as of the date of this Agreement, or, (ii) if
otherwise specified, when made or when deemed to have been made, and (iii) be true, correct and complete as of the Closing Date,
except in the case of (i), (ii) and (iii) for any inaccuracies in such representations and warranties which would not in the
aggregate reasonably be expected to have a Material Adverse Effect.
(c) There
shall have been no event, change or occurrence which individually or together with any other event, change or occurrence, would reasonably
be expected to have a Material Adverse Effect, regardless of whether it involved a known risk.
(d) Purchaser
shall have received a certificate signed by the Chief Executive Officer and Chief Financial Officer of the Company to the effect set
forth in clauses (a) through (c) of this Section 9.2.
(e) Purchaser
shall have received all documents it may reasonably request relating to the existence of the Company and the authority of the Company
to enter into and perform under this Agreement, all in form and substance reasonably satisfactory to Purchaser and its legal counsel,
including (i) a copy of the Charter Documents certified as of a recent date by the Secretary of State or similar official of its
jurisdictions of organization, (ii) copies of resolutions duly adopted by the board of directors of the Company and by vote or consent
of the Members authorizing this Agreement, the Additional Agreements and the transactions contemplated hereby and thereby, (iii) a
certificate of the Secretary of the Company certifying as to signatures of the officer(s) executing this Agreement and any certificate
or document to be delivered pursuant hereto, together with evidence of the incumbency of such Secretary, and (iv) a recent good
standing certificate regarding the Company from each jurisdiction in which the Company organized or is qualified to do business.
(f) The
Key Personnel shall have executed the Non-Compete Agreements and the same shall be in full force and effect, and the Company shall have
entered into Labor Agreements with each of its employees to the extent required by law, and satisfied all accrued obligations of the
Company applicable to its employees.
9.3 Conditions
to Obligations of the Company. The obligations of the Company to consummate the Closing is subject to the satisfaction, or the waiver
at the Company’s discretion, of all of the following further conditions:
(a) (i) The
Purchaser shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to
the Closing Date, (ii) the representations and warranties of Purchaser contained in this Agreement, and in any certificate or other
writing delivered by the Purchaser pursuant hereto, disregarding all qualifications and expectations contained therein relating to materiality
shall be true and correct in all respects at and as of the Closing Date, as if made at and as of such date, except for any inaccuracies
in such representations and warranties which would not in the aggregate reasonably be expected to have a material adverse effect on the
Purchaser, and (iii) the Company shall have received a certificate signed by an authorized officer of the Purchaser to the foregoing
effect.
36
(b) Purchaser
shall have executed and delivered to the Company a copy of each Additional Agreement to which it is a party.
ARTICLE X
DISPUTE RESOLUTION
10.1 Arbitration.
(a) The
parties shall promptly submit any dispute, claim, or controversy arising out of or relating to this Agreement (including with respect
to the meaning, effect, validity, termination, interpretation, performance, or enforcement of this Agreement) or any alleged breach thereof
(including any action in tort, contract, equity, or otherwise), to binding arbitration before one arbitrator (the “Arbitrator”).
Binding arbitration shall be the sole means of resolving any dispute, claim, or controversy arising out of or relating to this Agreement
(including with respect to the meaning, effect, validity, termination, interpretation, performance or enforcement of this Agreement)
or any alleged breach thereof (including any claim in tort, contract, equity, or otherwise).
(b) If
the parties cannot agree upon the Arbitrator, the Arbitrator shall be selected by the New York, New York chapter head of the American
Arbitration Association upon the written request of either side. The Arbitrator shall be selected within thirty (30) days of the written
request of any party.
(c) The
laws of the State of New York shall apply to any arbitration hereunder. In any arbitration hereunder, this Agreement shall be governed
by the laws of the State of New York applicable to a contract negotiated, signed, and wholly to be performed in the State of New York,
which laws the Arbitrator shall apply in rendering his decision. The Arbitrator shall issue a written decision, setting forth findings
of fact and conclusions of law, within sixty (60) days after he shall have been selected. The Arbitrator shall have no authority to award
punitive or other exemplary damages.
(d) The
arbitration shall be held in New York, New York in accordance with and under the then-current provisions of the rules of the American
Arbitration Association, except as otherwise provided herein.
(e) On
application to the Arbitrator, any party shall have rights to discovery to the same extent as would be provided under the Federal Rules of
Civil Procedure, and the Federal Rules of Evidence shall apply to any arbitration under this Agreement; provided, however, that
the Arbitrator shall limit any discovery or evidence such that his decision shall be rendered within the period referred to in Section 10.1(c).
(f) The
Arbitrator may, at his discretion and at the expense of the party who will bear the cost of the arbitration, employ experts to assist
him in his determinations.
37
(g) The
costs of the arbitration proceeding and any proceeding in court to confirm any arbitration award or to obtain relief as provided in Section 10.1(h),
as applicable (including actual attorneys’ fees and costs), shall be borne by the unsuccessful party and shall be awarded as part
of the Arbitrator’s decision, unless the Arbitrator shall otherwise allocate such costs in such decision. The determination of
the Arbitrator shall be final and binding upon the parties and not subject to appeal.
(h) Any
judgment upon any award rendered by the Arbitrator may be entered in and enforced by any court of competent jurisdiction. The parties
expressly consent to the non-exclusive jurisdiction of the courts (Federal and state) in New York, New York to enforce any award of the
Arbitrator or to render any provisional, temporary, or injunctive relief in connection with or in aid of the Arbitration. The parties
expressly consent to the personal and subject matter jurisdiction of the Arbitrator to arbitrate any and all matters to be submitted
to arbitration hereunder. None of the parties hereto shall challenge any arbitration hereunder on the grounds that any party necessary
to such arbitration (including the parties hereto) shall have been absent from such arbitration for any reason, including that such party
shall have been the subject of any bankruptcy, reorganization, or insolvency proceeding.
(i) The
parties shall indemnify the Arbitrator and any experts employed by the Arbitrator and hold them harmless from and against any claim or
demand arising out of any arbitration under this Agreement or any agreement contemplated hereby, unless resulting from the gross negligence
or willful misconduct of the person indemnified.
(j) Notwithstanding
anything herein to the contrary, the parties agree that irreparable damage would occur if any of the provisions of this Agreement were
not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be
entitled to seek an injunction or injunctions, specific performance and other equitable relief to prevent breaches of this Agreement
and to enforce specifically the terms and provisions of this Agreement. The parties expressly consent to the non-exclusive jurisdiction
of the courts (Federal and state) in New York, New York to render such relief and to enforce specifically the terms and provisions of
this Agreement.
10.2 Waiver
of Jury Trial; Exemplary Damages.
(a) THE
PARTIES TO THIS AGREEMENT HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVE ANY RIGHT EACH SUCH PARTY MAY HAVE TO TRIAL BY JURY
IN ANY ACTION OF ANY KIND OR NATURE, IN ANY COURT IN WHICH AN ACTION MAY BE COMMENCED, ARISING OUT OF OR IN CONNECTION WITH
THIS AGREEMENT. NO PARTY SHALL BE AWARDED PUNITIVE OR OTHER EXEMPLARY DAMAGES RESPECTING ANY DISPUTE ARISING UNDER THIS AGREEMENT.
(b) Each
of the parties to this Agreement acknowledge that each has been represented in connection with the signing of this waiver by independent
legal counsel selected by the respective party and that such party has discussed the legal consequences and import of this waiver with
legal counsel. Each of the parties to this Agreement further acknowledge that each has read and understands the meaning of this waiver
and grants this waiver knowingly, voluntarily, without duress and only after consideration of the consequences of this waiver with legal
counsel.
38
ARTICLE XI
TERMINATION
11.1 Termination
Without Default.
(a) This
Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Closing by mutual written
consent of the Purchaser and the Company.
(b) In
the event that the Closing of the transactions contemplated hereunder has not occurred by December 31, 2026 (the “Outside
Closing Date”), and no material breach of this Agreement by the party (i.e., the Purchaser or the Merger Sub, on one hand,
or the Company, on the other hand) seeking to terminate this Agreement shall have occurred or have been made (as provided in Section 11.2
hereof), Purchaser or the Company shall have the right, at its sole option, to terminate this Agreement without liability to the other
party. Such right may be exercised by Purchaser or the Company, as the case may be, giving written notice to the other at any time after
the Outside Closing Date.
(c) In
the event an Authority shall have issued an Order, having the effect of permanently restraining, enjoining or otherwise prohibiting the
Merger, which Order is final and non-appealable, Purchaser or the Company shall have the right, at its sole option, to terminate this
Agreement without liability to the other party.
11.2 Termination
Upon Default.
(a) The
Purchaser may terminate this Agreement by giving notice to the Company on or prior to the Closing Date, without prejudice to any rights
or obligations Purchaser may have, if the Company shall have materially breached any representation, warranty, agreement or covenant
contained herein to be performed on or prior to the Closing Date and such breach shall not be cured by the earlier of the Outside Closing
Date and thirty (30) days following receipt by the Company of a notice describing in reasonable detail the nature of such breach.
(b) The
Company may terminate this Agreement by giving notice to Purchaser, without prejudice to any rights or obligations the Company may have,
if Purchaser shall have materially breached any of its covenants, agreements, representations, and warranties contained herein to be
performed on or prior to the Closing Date and such breach shall not be cured by the earlier of the Outside Closing Date and thirty (30)
days following receipt by Purchaser of a notice describing in reasonable detail the nature of such breach.
11.3 Effect
of Termination. If this Agreement is terminated pursuant to this Article XI, this Agreement shall become void and of no effect
without liability of any party (or any stockholder, director, officer, employee, Affiliate, agent, consultant or representative of such
party) to the other party hereto; provided that, if such termination shall result from the material breach by a party of its covenants
and agreements hereunder or fraud, such party shall be fully liable for any and all liabilities and damages incurred or suffered by the
other party as a result of such failure. The provisions of Section 8.3, Article X, this Section 11.3 and Article XII
shall survive any termination hereof pursuant to this Article XI.
39
ARTICLE XII
MISCELLANEOUS
12.1 Notices.
Any notice hereunder shall be sent in writing, addressed as specified below, and shall be deemed given: (a) if by hand or recognized
courier service, by 4:00 PM on a business day, addressee’s day and time, on the date of delivery, and otherwise on the first business
day after such delivery; (b) if by fax or email, on the date that transmission is confirmed electronically, if by 4:00 PM on a business
day, addressee’s day and time, and otherwise on the first business day after the date of such confirmation; or (c) five days
after mailing by certified or registered mail, return receipt requested. Notices shall be addressed to the respective parties as follows
(excluding telephone numbers, which are for convenience only), or to such other address as a party shall specify to the others in accordance
with these notice provisions:
if to the Company (or, following
the Closing, the Surviving Corporation), to:
InnocsAI LLC
3524 Silverside Road, Suite 35B
Wilmington, Delaware 19810
Attn: NamChul Jung
e-mail: ncjung017@gmail.com
if to the Members’
Representative:
NamChul Jung
3524 Silverside Road, Suite 35B
Wilmington, Delaware 19810
e-mail: ncjung017@gmail.com
if to the Purchaser:
Liminatus Pharma, Inc.
2251 Stern Goodman Street, Suite E
Fullerton, CA 92833
Attn: Chris Kim
e-mail: chris@liminatus.com
with a copy (which
shall not constitute notice) to:
Loeb & Loeb LLP
345 Park Avenue
New York, NY 10154
Attention: Giovanni Caruso
e-mail: gcaruso@loeb.com
40
12.2 Amendments;
No Waivers; Remedies.
(a) This
Agreement cannot be amended, except by a writing signed by each party, and cannot be terminated orally or by course of conduct. No provision
hereof can be waived, except by a writing signed by the party against whom such waiver is to be enforced, and any such waiver shall apply
only in the particular instance in which such waiver shall have been given.
(b) Neither
any failure or delay in exercising any right or remedy hereunder or in requiring satisfaction of any condition herein nor any course
of dealing shall constitute a waiver of or prevent any party from enforcing any right or remedy or from requiring satisfaction of any
condition. No notice to or demand on a party waives or otherwise affects any obligation of that party or impairs any right of the party
giving such notice or making such demand, including any right to take any action without notice or demand not otherwise required by this
Agreement. No exercise of any right or remedy with respect to a breach of this Agreement shall preclude exercise of any other right or
remedy, as appropriate to make the aggrieved party whole with respect to such breach, or subsequent exercise of any right or remedy with
respect to any other breach.
(c) Except
as otherwise expressly provided herein, no statement herein of any right or remedy shall impair any other right or remedy stated herein
or that otherwise may be available.
(d) Notwithstanding
anything else contained herein, neither shall any party seek, nor shall any party be liable for, punitive or exemplary damages, under
any tort, contract, equity, or other legal theory, with respect to any breach (or alleged breach) of this Agreement or any provision
hereof or any matter otherwise relating hereto or arising in connection herewith.
12.3 Arm’s
length bargaining; no presumption against drafter. This Agreement has been negotiated at arm’s-length by parties of equal bargaining
strength, each represented by counsel or having had but declined the opportunity to be represented by counsel and having participated
in the drafting of this Agreement. This Agreement creates no fiduciary or other special relationship between the parties, and no such
relationship otherwise exists. No presumption in favor of or against any party in the construction or interpretation of this Agreement
or any provision hereof shall be made based upon which Person might have drafted this Agreement or such provision.
12.4 Publicity.
Except as required by law or applicable stock exchange rules and except with respect to the Additional Purchaser SEC Documents,
the parties agree that neither they nor their agents shall issue any press release or make any other public disclosure concerning the
transactions contemplated hereunder without the prior approval of the other party hereto. If a party is required to make such a disclosure
as required by law or applicable stock exchange rules, the party making such determination will, if practicable in the circumstances,
use reasonable commercial efforts to allow the other party reasonable time to comment on such disclosure in advance of its issuance.
41
12.5 Expenses.
The costs and expenses in connection with this Agreement and the transactions contemplated hereby shall be paid by the Purchaser after
the Closing. If the Closing does not take place, each party shall be responsible for its own expenses.
12.6 No
Assignment or Delegation. No party may assign any right or delegate any obligation hereunder, including by merger, consolidation,
operation of law, or otherwise, without the written consent of the other party. Any purported assignment or delegation without such consent
shall be void, in addition to constituting a material breach of this Agreement.
12.7 Governing
Law. This Agreement shall be construed in accordance with and governed by the laws of the State of New York, without giving effect
to the conflict of laws principles thereof, except that all matters relating to the fiduciary duties of the Purchaser’s board of
directors shall be subject to the laws of the Republic of the Delaware.
12.8 Counterparts;
electronic signatures. This Agreement may be executed in counterparts, each of which shall constitute an original, but all of which
shall constitute one agreement. This Agreement shall become effective upon delivery to each party of an executed counterpart or the earlier
delivery to each party of original, photocopied, or electronically transmitted signature pages that together (but need not individually)
bear the signatures of all other parties.
12.9 Entire
Agreement. This Agreement together with the Additional Agreements, sets forth the entire agreement of the parties with respect to
the subject matter hereof and thereof and supersedes all prior and contemporaneous understandings and agreements related thereto (whether
written or oral), including the Original Agreement, all of which are merged herein. No provision of this Agreement or any Additional
Agreement may be explained or qualified by any agreement, negotiations, understanding, discussion, conduct or course of conduct or by
any trade usage. Except as otherwise expressly stated herein or any Additional Agreement, there is no condition precedent to the effectiveness
of any provision hereof or thereof. No party has relied on any representation from, or warranty or agreement of, any person in entering
into this Agreement, prior hereto or contemporaneous herewith or any Additional Agreement, except those expressly stated herein or therein.
12.10 Severability.
A determination by a court or other legal authority that any provision that is not of the essence of this Agreement is legally invalid
shall not affect the validity or enforceability of any other provision hereof. The parties shall cooperate in good faith to substitute
(or cause such court or other legal authority to substitute) for any provision so held to be invalid a valid provision, as alike in substance
to such invalid provision as is lawful.
12.11 Construction
of certain terms and references; captions. In this Agreement:
(a) References
to particular sections and subsections, schedules, and exhibits not otherwise specified are cross-references to sections and subsections,
schedules, and exhibits of this Agreement.
(b) The
words “herein,” “hereof,” “hereunder,” and words of similar import refer to this Agreement as a whole
and not to any particular provision of this Agreement, and, unless the context requires otherwise, “party” means a party
signatory hereto.
42
(c) Any
use of the singular or plural, or the masculine, feminine, or neuter gender, includes the others, unless the context otherwise requires;
“including” means “including without limitation;” “or” means “and/or;” “any”
means “any one, more than one, or all;” and, unless otherwise specified, any financial or accounting term has the meaning
of the term under United States generally accepted accounting principles as consistently applied heretofore by the Company.
(d) Unless
otherwise specified, any reference to any agreement (including this Agreement), instrument, or other document includes all schedules,
exhibits, or other attachments referred to therein, and any reference to a statute or other law includes any rule, regulation, ordinance,
or the like promulgated thereunder, in each case, as amended, restated, supplemented, or otherwise modified from time to time. Any reference
to a numbered schedule means the same-numbered section of the disclosure schedule. Any reference in a schedule contained in the disclosure
schedules delivered by a party hereunder shall be deemed to be an exception to (or, as applicable, a disclosure for purposes of) the
applicable representations and warranties (or applicable covenants) that are contained in the section of this Agreement that corresponds
to such schedule and any other representations and warranties of such party that are contained in this Agreement to which the relevance
of such item thereto is reasonably apparent on its face. The mere inclusion of an item in a schedule as an exception to (or, as applicable,
a disclosure for purposes of) a representation or warranty shall not be deemed an admission that such item represents a material exception
or material fact, event or circumstance or that such item would have a Material Adverse Effect or establish any standard of materiality
to define further the meaning of such terms for purposes of this Agreement.
(e) If
any action is required to be taken or notice is required to be given within a specified number of days following a specific date or event,
the day of such date or event is not counted in determining the last day for such action or notice. If any action is required to be taken
or notice is required to be given on or before a particular day which is not a Business Day, such action or notice shall be considered
timely if it is taken or given on or before the next Business Day.
(f) Captions
are not a part of this Agreement, but are included for convenience, only.
(g) For
the avoidance of any doubt, all references in this Agreement to “the knowledge or best knowledge of the Company” or similar
terms shall be deemed to include the actual or constructive (e.g., implied by Law) knowledge of the Key Personnel.
12.12 Further
Assurances. Each party shall execute and deliver such documents and take such action, as may reasonably be considered within the
scope of such party’s obligations hereunder, necessary to effectuate the transactions contemplated by this Agreement.
12.13 Third
Party Beneficiaries. Neither this Agreement nor any provision hereof confers any benefit or right upon or may be enforced by any
Person not a signatory hereto.
43
12.14 Members’
Representative. NamChul Jung has been appointed by the Members as agent and attorney-in-fact for each Member, (i) to give and
receive notices and communications to Purchaser for any purpose under this Agreement and the Additional Agreements, (ii) to act
on behalf of Members in accordance with the provisions of the Agreement, the securities described herein and any other document or instrument
executed in connection with the Agreement and the Merger and (iii) to take all actions necessary or appropriate in the judgment
of the Members’ Representative for the accomplishment of the foregoing. Such agency may be changed by the Members from time to
time upon no less than twenty (20) days prior written notice to the Purchaser, provided, however, that the Members’ Representative
may not be removed unless holders of at least 51% of all of the Company Common Stock on an as-if converted basis outstanding immediately
prior to the transaction contemplated by this Agreement agree to such removal. Any vacancy in the position of Members’ Representative
may be filled by approval of the holders of at least 51% of all of the Company Common Stock on an as-if converted basis outstanding immediately
prior to the transaction contemplated by this Agreement. Any removal or change of the Members’ Representative shall not be effective
until written notice is delivered to Purchaser. No bond shall be required of the Members’ Representative, and the Members’
Representative shall not receive any compensation for his services. Notices or communications to or from the Members’ Representative
shall constitute notice to or from the Members. The Members’ Representative shall not be liable for any act done or omitted hereunder
while acting in good faith and in the exercise of reasonable business judgment. A decision, act, consent or instruction of the Members’
Representative shall, for all purposes hereunder, constitute a decision, act, consent or instruction of all of the Members of the Company
and shall be final, binding and conclusive upon each of the Members. The Members shall severally indemnify the Members’ Representative
and hold him harmless against any loss, liability, or expense incurred without gross negligence or bad faith on the part of the Members’
Representative and arising out of or in connection with the acceptance or administration of his duties hereunder.
12.15 Non-Recourse.
This Agreement may be enforced only against, and any dispute, claim or controversy based upon, arising out of or related to this Agreement
or the transactions contemplated hereby may be brought only against, the entities that are expressly named as parties hereto and then
only with respect to the specific obligations set forth in this Agreement with respect to such party. No past, present or future director,
officer, employee, incorporator, member, partner, shareholder, agent, attorney, advisor, lender or representative or Affiliate of any
named party to this Agreement (which Persons are intended third party beneficiaries of this Section 12.15) shall have any liability
(whether in contract or tort, at law or in equity or otherwise, or based upon any theory that seeks to impose liability of an entity
party against its owners or Affiliates) for any one or more of the representations, warranties, covenants, agreements or other obligations
or liabilities of such named party or for any dispute, claim or controversy based on, arising out of, or related to this Agreement or
the transactions contemplated hereby.
[The remainder of this page intentionally
left blank; signature pages to follow]
44
IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed as of the day and year first above written.
Purchaser:
LIMINATUS PHARMA, INC.
By:
Name: Chris Kim
Title: CEO
Company:
INNOCSAI LLC
By:
Name: NamChul Jung
Title: CEO
Members’ Representative:
By:
Name: NamChul Jung
EX-3.1 — EXHIBIT 3.1
EX-3.1
Filename: tm2619730d1_ex3-1.htm · Sequence: 3
Exhibit 3.1
LIMINATUS PHARMA, INC.
CERTIFICATE OF DESIGNATION
OF PREFERENCES,
RIGHTS AND LIMITATIONS
OF
SERIES A NON-VOTING CONVERTIBLE
PREFERRED STOCK
Pursuant to Section 151
of the
General Corporation Law
of the State of Delaware
THE UNDERSIGNED DOES
HEREBY CERTIFY, on behalf of Liminatus Pharma, Inc., a Delaware corporation (the “Corporation”), that the following
resolution was duly adopted by the Board of Directors of the Corporation (the “Board of Directors”), in accordance
with the provisions of Section 151 of the General Corporation Law of the State of Delaware (the “DGCL”), at a
meeting duly called and held on June 29, 2026, which resolution provides for the creation of a series of the Corporation’s
Preferred Stock, par value $0.0001 per share, which is designated as “Series A Non-Voting Convertible Preferred Stock,”
with the preferences, rights and limitations set forth therein relating to dividends, conversion, redemption, dissolution and distribution
of assets of the Corporation.
WHEREAS:
the Certificate of Incorporation of the Corporation, as amended (the “Certificate of Incorporation”), provides for
a class of its authorized stock known as preferred stock, consisting of 1,000,000 shares, $0.0001 par value per share (the “Preferred
Stock”), issuable from time to time in one or more series.
RESOLVED:
that, pursuant to authority conferred upon the Board of Directors by the Certificate of Incorporation, (i) a series of Preferred
Stock of the Corporation be, and hereby is authorized by the Board of Directors, (ii) the Board of Directors hereby authorizes the
issuance of 160,000 shares of “Series A Non-Voting Convertible Preferred Stock” pursuant to the terms of the
Amended and Restated Merger Agreement, dated as of the date hereof, by and among the Corporation and the parties named therein (as defined
below) (the “Merger Agreement”), and (iii) the Board of Directors hereby fixes the designations, powers, preferences
and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof, of such shares
of Preferred Stock, in addition to any provisions set forth in the Certificate of Incorporation that are applicable to the Preferred Stock
of all classes and series, as follows:
TERMS OF PREFERRED
STOCK
1. Definitions.
For the purposes hereof, the following terms shall have the following meanings:
“Business
Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day
on which banking institutions in the State of New York are authorized or required by law or other governmental action to close; provided, however,
for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or
any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority
so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York are generally
are open for use by customers on such day.
“Commission”
means the United States Securities and Exchange Commission.
“Common
Stock” means the Corporation’s common stock, par value $0.0001 per share, and stock of any other class of securities into
which such securities may hereafter be reclassified or changed.
“Conversion
Shares” means, collectively, the shares of Common Stock issuable upon conversion of the shares of Series A Non-Voting Preferred
Stock in accordance with the terms hereof.
“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
“Holder”
means a holder of shares of Series A Non-Voting Preferred Stock.
“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company,
joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.
“Trading
Day” means a day on which the principal Trading Market is open for business.
“Trading
Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date
in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, or the New York
Stock Exchange (or any successors to any of the foregoing).
2. Designation,
Amount and Par Value. The series of Preferred Stock shall be designated as the Corporation’s Series A Non-Voting Convertible
Preferred Stock (the “Series A Non-Voting Preferred Stock”) and the number of shares so designated shall
be 160,000. Each share of Series A Non-Voting Preferred Stock shall have a par value of $0.0001 per share.
3. Dividends.
Holders shall be entitled to receive, and the Corporation shall pay, dividends on shares of the Series A Non-Voting Preferred
Stock (on an as-if-converted-to-Common-Stock basis) equal to and in the same form, and in the same manner, as dividends (other
than dividends on shares of the Common Stock payable in the form of Common Stock) actually paid on shares of the Common Stock when, as
and if such dividends (other than dividends payable in the form of Common Stock) are paid on shares of the Common Stock. Other than as
set forth in the previous sentence, no other dividends shall be paid on shares of Series A Non-Voting Preferred Stock,
and the Corporation shall pay no dividends (other than dividends payable in the form of Common Stock) on shares of the Common Stock unless
it simultaneously complies with the previous sentence.
4. Voting
Rights.
4.1
Except as otherwise provided herein or as otherwise required by the DGCL, the Series A Non-Voting Preferred Stock shall
have no voting rights. Notwithstanding the foregoing, as long as any shares of Series A Non-Voting Preferred Stock are
outstanding, the Corporation shall not, without the affirmative vote of the holders of a majority of the then outstanding shares of the
Series A Non-Voting Preferred Stock: (i) alter or change adversely the powers, preferences or rights given to the
Series A Non-Voting Preferred Stock or alter or amend this Certificate of Designation, amend or repeal any provision of,
or add any provision to, the Certificate of Incorporation or bylaws of the Corporation, or file any articles of amendment, certificate
of designations, preferences, limitations and relative rights of any series of Preferred Stock, if such action would adversely alter or
change the preferences, rights, privileges or powers of, or restrictions provided for the benefit of the Series A Non-Voting Preferred
Stock, regardless of whether any of the foregoing actions shall be by means of amendment to the Certificate of Incorporation or by merger,
consolidation or otherwise, (ii) issue further shares of Series A Non-Voting Preferred Stock or increase or decrease
(other than by conversion) the number of authorized shares of Series A Non-Voting Preferred Stock, or (iii) enter
into any agreement with respect to any of the foregoing.
4.2
Any vote required or permitted under Section 4.1 may be taken at a meeting of the Holders or through the execution
of an action by written consent in lieu of such meeting, provided that the consent is executed by Holders representing a majority of the
outstanding shares of Series A Non-Voting Preferred Stock.
5. Rank;
Liquidation.
5.1
The Series A Non-Voting Preferred Stock shall rank on parity with the Common Stock as to distributions of assets upon liquidation,
dissolution or winding up of the Corporation, whether voluntarily or involuntarily.
5.2
Upon any liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary (a “Liquidation”),
each Holder shall be entitled to receive out of the assets, whether capital or surplus, of the Corporation the same amount that a holder
of Common Stock would receive if the Preferred Stock were fully converted to Common Stock which amounts shall be paid pari passu with
all holders of Common Stock, plus an additional amount equal to any dividends declared but unpaid to such shares. For the avoidance of
any doubt, a Fundamental Transaction shall not be deemed a Liquidation unless the Corporation expressly declares that such Fundamental
Transaction shall be treated as if it were a Liquidation.
6. Conversion.
6.1 Conversion
at Option of Holder. Each share of Series A Non-Voting Preferred Stock shall be convertible, at any time and from time
to time following 5:00 p.m. Eastern time on the date that the Corporation’s stockholders approve the conversion of the Series A Non-Voting Preferred
Stock into shares of Common Stock in accordance with the listing rules of the Corporation’s principal Trading Market, as set
forth in the Merger Agreement (the “Stockholder Approval”), at the option of the Holder thereof, into a number of shares
of Common Stock equal to the Conversion Ratio. Holders shall effect conversions by providing the Corporation with the form of conversion
notice attached hereto as Annex A (a “Notice of Conversion”), duly completed and executed. The “Conversion
Date”, or the date on which a conversion shall be deemed effective, shall be defined as the Trading Day that the Notice of Conversion,
completed and executed, is sent via email to, and received during regular business hours by, the Corporation; provided, that the original
certificate(s) (if any) representing such shares of Series A Non-Voting Preferred Stock being converted, duly endorsed,
and the accompanying Notice of Conversion, are received by the Corporation within two (2) Trading Days thereafter. In all other cases,
the Conversion Date shall be defined as the Trading Day on which the original certificate(s) (if any) representing such shares of
Series A Non-Voting Preferred Stock being converted, duly endorsed, and the accompanying Notice of Conversion, are received by the
Corporation. The calculations set forth in the Notice of Conversion shall control in the absence of manifest or mathematical error.
6.2 Conversion
Ratio. The “Conversion Ratio” for each share of Series A Non-Voting Preferred Stock shall be 10,000
shares of Common Stock issuable upon the conversion (the “Conversion”) of each share of Series A Non-Voting Preferred
Stock (corresponding to a ratio of 10,000:1), subject to adjustment as provided herein.
6.3 Mechanics
of Conversion.
6.3.1 Delivery
of Certificate or Electronic Issuance. Upon Conversion not later than two (2) Trading Days after the applicable Conversion Date,
or if the Holder requests the issuance of physical certificate(s), two (2) Trading Days after receipt by the Corporation of the original
certificate(s) representing such shares of Series A Non-Voting Preferred Stock being converted, duly endorsed, and
the accompanying Notice of Conversion (the “Share Delivery Date”), the Corporation shall either: deliver, or cause
to be delivered, to the converting Holder a physical certificate or certificates representing the number of Conversion Shares being acquired
upon the conversion of shares of Series A Non-Voting Preferred Stock. If in the case of any Notice of Conversion such certificate
or certificates for the Conversion Shares are not delivered to or as directed by the applicable Holder by the Share Delivery Date, the
applicable Holder shall be entitled to elect to rescind such Notice of Conversion by written notice to the Corporation at any time on
or before its receipt of such certificate or certificates for Conversion Shares or electronic receipt of such shares, as applicable, in
which event the Corporation shall promptly return to such Holder any original Series A Non-Voting Preferred Stock certificate
delivered to the Corporation and such Holder shall promptly return to the Corporation any Common Stock certificates, representing the
shares of Series A Non-Voting Preferred Stock unsuccessfully tendered for conversion to the Corporation.
6.3.2 Obligation
Absolute. Subject to Holder’s right to rescind a Notice of Conversion pursuant to Section 6.3.1 above, the Corporation’s
obligation to issue and deliver the Conversion Shares upon conversion of Series A Non-Voting Preferred Stock in accordance
with the terms hereof are absolute and unconditional, irrespective of any action or inaction by a Holder to enforce the same, any waiver
or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or
any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by such Holder or any other Person of
any obligation to the Corporation or any violation or alleged violation of law by such Holder or any other Person, and irrespective of
any other circumstance which might otherwise limit such obligation of the Corporation to such Holder in connection with the issuance of
such Conversion Shares. Subject to Holder’s right to rescind a Notice of Conversion pursuant to Section 6.3.1 above, in the
event a Holder shall elect to convert any or all of its Series A Non-Voting Preferred Stock, the Corporation may not refuse
conversion based on any claim that such Holder or anyone associated or affiliated with such Holder has been engaged in any violation of
law, agreement or for any other reason, unless an injunction from a court, on notice to Holder, restraining and/or enjoining conversion
of all or part of the Series A Non-Voting Preferred Stock of such Holder shall have been sought and obtained by the Corporation,
and the Corporation posts a surety bond for the benefit of such Holder in the amount of 150% of the value of the Conversion Shares into
which would be converted the Series A Non-Voting Preferred Stock which is subject to such injunction, which bond shall
remain in effect until the completion of arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to
such Holder to the extent it obtains judgment. In the absence of such injunction, the Corporation shall, subject to Holder’s right
to rescind a Notice of Conversion pursuant to Section 6.3.1 above, issue Conversion Shares upon a properly noticed conversion.
6.3.3 Fractional
Shares. No fractional shares of Common Stock shall be issued upon conversion of the Series A Non-Voting Preferred Stock.
In lieu of any fractional shares to which the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction
multiplied by the closing price of a share of Common Stock on The Nasdaq Stock Market on such date. Whether or not fractional shares would
be issuable upon such conversion shall be determined on the basis of the total number of shares of Series A Non-Voting Preferred
Stock the holder is at the time converting into Common Stock and the aggregate number of shares of Common Stock issuable upon such conversion.
6.3.4 Transfer
Taxes. The issuance of certificates for shares of the Common Stock upon conversion of the Series A Non-Voting Preferred
Stock shall be made without charge to any Holder for any documentary stamp or similar taxes that may be payable in respect of the issue
or delivery of such certificates, provided that the Corporation shall not be required to pay any tax that may be payable in respect of
any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the registered
Holder(s) of such shares of Series A Non-Voting Preferred Stock and the Corporation shall not be required to issue
or deliver such certificates unless or until the Person or Persons requesting the issuance thereof shall have paid to the Corporation
the amount of such tax or shall have established to the satisfaction of the Corporation that such tax has been paid.
6.4 Status
as Stockholder. Upon each Conversion Date, (i) the shares of Series A Non-Voting Preferred Stock being converted
shall be deemed converted into shares of Common Stock and (ii) the Holder’s rights as a holder of such converted shares of
Series A Non-Voting Preferred Stock shall cease and terminate, excepting only the right to receive certificates for such
shares of Common Stock and to any remedies provided herein or otherwise available at law or in equity to such Holder because of a failure
by the Corporation to comply with the terms of this Certificate of Designation. In all cases, the Holder shall retain all of its rights
and remedies for the Corporation’s failure to convert Series A Non-Voting Preferred Stock. In no event shall the
Series A Non-Voting Preferred Stock convert into shares of Common Stock prior to the Stockholder Approval.
7. Certain
Adjustments.
7.1 Stock
Dividends and Stock Splits. If the Corporation, at any time while this Series A Non-Voting Preferred Stock is outstanding:
(A) pays a stock dividend or otherwise makes a distribution or distributions payable in shares of Common Stock (which, for avoidance
of doubt, shall not include any shares of Common Stock issued by the Corporation upon conversion of this Series A Non-Voting Preferred
Stock) with respect to the then outstanding shares of Common Stock; (B) subdivides outstanding shares of Common Stock into a larger
number of shares; or (C) combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number
of shares, then the Conversion Ratio shall be multiplied by a fraction of which the numerator shall be the number of shares of Common
Stock (excluding any treasury shares of the Corporation) outstanding immediately after such event and of which the denominator shall be
the number of shares of Common Stock outstanding immediately before such event (excluding any treasury shares of the Corporation). Any
adjustment made pursuant to this Section 7.1 shall become effective immediately after the record date for the determination
of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the
case of a subdivision or combination.
7.2 Fundamental
Transaction. If, at any time while this Series A Non-Voting Preferred Stock is outstanding, (A) the Corporation
effects any merger or consolidation of the Corporation with or into another Person or any stock sale to, or other business combination
(including, without limitation, a reorganization, recapitalization, spin-off, share exchange or scheme of arrangement) with
or into another Person (other than such a transaction in which the Corporation is the surviving or continuing entity and its Common Stock
is not exchanged for or converted into other securities, cash or property), (B) the Corporation effects any sale, lease, transfer
or exclusive license of all or substantially all of its assets in one transaction or a series of related transactions, (C) any tender
offer or exchange offer (whether by the Corporation or another Person) is completed pursuant to which more than 50% of the Common Stock
not held by the Corporation or such Person is exchanged for or converted into other securities, cash or property, or (D) the Corporation
effects any reclassification of the Common Stock or any compulsory share exchange pursuant (other than as a result of a dividend, subdivision
or combination covered by Section 7.1 above) to which the Common Stock is effectively converted into or exchanged
for other securities, cash or property (in any such case, a “Fundamental Transaction”), then, upon any subsequent conversion
of this Series A Non-Voting Preferred Stock the Holders shall have the right to receive, in lieu of the right to receive
Conversion Shares, for each Conversion Share that would have been issuable upon such conversion immediately prior to the occurrence of
such Fundamental Transaction, the same kind and amount of securities, cash or property as it would have been entitled to receive upon
the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of one share
of Common Stock (the “Alternate Consideration”). For purposes of any such subsequent conversion, the determination
of the Conversion Ratio shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration
issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Corporation shall adjust the Conversion Ratio
in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common
Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holders shall
be given the same choice as to the Alternate Consideration it receives upon any conversion of this Series A Non-Voting Preferred
Stock following such Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any successor to the Corporation
or surviving entity in such Fundamental Transaction shall file a new certificate of designations with the same terms and conditions and
issue to the Holders new preferred stock consistent with the foregoing provisions and evidencing the Holders’ right to convert such
preferred stock into Alternate Consideration. The terms of any agreement to which the Corporation is a party and pursuant to which a Fundamental
Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this Section 7.2 and
insuring that this Series A Non-Voting Preferred Stock (or any such replacement security) will be similarly adjusted upon
any subsequent transaction analogous to a Fundamental Transaction. The Corporation shall cause to be delivered to each Holder, at its
last address as it shall appear upon the stock books of the Corporation, written notice of any Fundamental Transaction at least 20 calendar
days prior to the date on which such Fundamental Transaction is expected to become effective or close.
7.3 Calculations.
All calculations under this Section 7 shall be made to the nearest cent or the nearest 1/100th of a share, as the
case may be. For purposes of this Section 7, the number of shares of Common Stock deemed to be issued and outstanding
as of a given date shall be the sum of the number of shares of Common Stock (excluding any treasury shares of the Corporation) issued
and outstanding.
8. Redemption.
The shares of Series A Non-Voting Preferred Stock shall not be redeemable; provided, however, that the foregoing shall
not limit the ability of the Corporation to purchase or otherwise deal in such shares to the extent otherwise permitted hereby and by
law.
9. Transfer.
A Holder may transfer such shares of Series A Non-Voting Preferred Stock in whole, or in part, together with the accompanying
rights set forth herein, held by such holder without the consent of the Corporation; provided that such transfer is in compliance with
applicable securities laws. The Corporation shall in good faith (i) do and perform, or cause to be done and performed, all such further
acts and things, and (ii) execute and deliver all such other agreements, certificates, instruments and documents, in each case, as
any holder of Series A Non-Voting Preferred Stock may reasonably request in order to carry out the intent and accomplish
the purposes of this Section 9.
10. Series A Non-Voting Preferred
Stock Register. The Corporation shall maintain at its principal executive offices (or such other office or agency of the Corporation
as it may designate by notice to the Holders in accordance with Section 11), a register for the Series A Non-Voting Preferred
Stock, in which the Corporation shall record (i) the name, address, electronic mail address and facsimile number of each holder in
whose name the shares of Series A Non-Voting Preferred Stock have been issued and (ii) the name, address, electronic
mail address and facsimile number of each transferee of any shares of Series A Non-Voting Preferred Stock. The Corporation
may treat the person in whose name any share of Series A Non-Voting Preferred Stock is registered on the register as the
owner and holder thereof for all purposes. The Corporation shall keep the register open and available at all times during business hours
for inspection by any holder of Series A Non-Voting Preferred Stock or his, her or its legal representatives.
11. Notices.
Any notice required or permitted by the provisions of this Certificate of Designations to be given to a holder of shares of Series A Non-Voting Preferred
Stock shall be mailed, postage prepaid, to the post office address last shown on the records of the Corporation, or given by electronic
communication in compliance with the provisions of the Delaware General Corporation Law, and shall be deemed sent upon such mailing or
electronic transmission.
12. Book-Entry;
Certificates. The Series A Non-Voting Preferred Stock may be issued in book-entry form. To the extent that any shares
of Series A Non-Voting Preferred Stock are issued in book-entry form, references herein to “certificates” shall
instead refer to the book-entry notation relating to such shares.
13. Lost
or Mutilated Series A Non-Voting Preferred Stock Certificate. If a Holder’s Series A Non-Voting Preferred
Stock certificate shall be mutilated, lost, stolen or destroyed, the Corporation shall execute and deliver, in exchange and substitution
for and upon cancellation of a mutilated certificate, or in lieu of or in substitution for a lost, stolen or destroyed certificate, a
new certificate for the shares of Series A Non-Voting Preferred Stock so mutilated, lost, stolen or destroyed, but only
upon receipt of evidence of such loss, theft or destruction of such certificate, and of the ownership hereof reasonably satisfactory to
the Corporation.
14. Severability.
Whenever possible, each provision hereof shall be interpreted in a manner as to be effective and valid under applicable law, but if any
provision hereof is held to be prohibited by or invalid under applicable law, then such provision shall be ineffective only to the extent
of such prohibition or invalidity, without invalidating or otherwise adversely affecting the remaining provisions hereof.
15. Status
of Converted Series A Non-Voting Preferred Stock. If any shares of Series A Non-Voting Preferred Stock
shall be converted or redeemed by the Corporation, such shares shall resume the status of authorized but unissued shares of preferred
stock and shall no longer be designated as Series A Non-Voting Preferred Stock.
[Remainder of Page Intentionally
Left Blank]
IN
WITNESS WHEREOF, Liminatus Pharma, Inc. has caused this Certificate of Designation of Preferences, Rights and Limitations of Series A Non-Voting Convertible
Preferred Stock to be duly executed by its Chief Executive Officer this 2nd day of July, 2026.
LIMINATUS PHARMA, INC.
By:
Name: Chris Kim
Title: CEO
ANNEX A
NOTICE OF CONVERSION
(TO BE EXECUTED BY THE
REGISTERED HOLDER IN ORDER TO CONVERT SHARES OF
SERIES A NON-VOTING CONVERTIBLE
PREFERRED STOCK)
The undersigned Holder
hereby irrevocably elects to convert the number of shares of Series A Non-Voting Preferred Stock indicated below, [represented
by stock certificate No(s). ] [represented
in book-entry form], into shares of common stock, par value $0.0001 per share (the “Common Stock”), of Liminatus Pharma, Inc.,
a Delaware corporation (the “Corporation”), as of the date written below. If securities are to be issued in the name
of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto. Capitalized terms utilized
but not defined herein shall have the meaning ascribed to such terms in that certain Certificate of Designation of Preferences, Rights
and Limitations of Series A Non-Voting Convertible Preferred Stock (the “Certificate of Designations”)
filed by the Corporation with the Secretary of State of the State of Delaware on July 2, 2026.
As of the date hereof,
the number of shares of Common Stock beneficially owned by the undersigned Holder (together with such Holder’s Attribution Parties),
including the number of shares of Common Stock issuable upon conversion of the Series A Non-Voting Preferred Stock subject
to this Notice of Conversion, but excluding the number of shares of Common Stock which are issuable upon conversion of the remaining,
unconverted Series A Non-Voting Preferred Stock beneficially owned by such Holder or any of its Attribution Parties. For
purposes hereof, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the applicable
regulations of the Commission.
CONVERSION CALCULATIONS:
Date to Effect Conversion:
___________________________
Number of shares of Series A Non-Voting Preferred Stock owned prior to Conversion:
___________________________
Number of shares of Series A Non-Voting Preferred Stock to be Converted:
___________________________
Number of shares of Common Stock to be Issued:
___________________________
Address for delivery of physical certificates:
___________________________
[HOLDER]
By:
Name:
Title:
EX-3.2 — EXHIBIT 3.2
EX-3.2
Filename: tm2619730d1_ex3-2.htm · Sequence: 4
Exhibit 3.2
CERTIFICATE OF MERGER
OF
InnocsAI
LLC,
a Delaware limited liability company
WITH AND INTO
InnocsAI
Merger Sub, Inc.,
a Delaware corporation
July 2,
2026
Pursuant
to Title 6, Section 18-209 of the Delaware Limited Liability Company Act (“DLLCA”) and Title 8, Section 264
of the Delaware General Corporation Law (“DGCL”), the undersigned hereby certifies relating to the merger (the “Merger”)
of InnocsAI LLC, a Delaware limited liability company (the “Disappearing Company”), with and into InnocsAI Merger Sub, Inc.,
a Delaware corporation (the “Surviving Company,” and together with the Disappearing Company, collectively, the “Constituent
Entities”).
FIRST:
The names and states of formation or incorporation, as applicable, of the Constituent Entities are:
Name
State of Incorporation
Type of Entity
InnocsAI LLC
Delaware
Limited Liability Company
InnocsAI Merger Sub, Inc.
Delaware
Corporation
SECOND:
That certain Amended and Restated Merger Agreement, dated as of June 29, 2026 (as amended, the “Merger Agreement”), by
and among the Constituent Entities and NamChul Jung, an individual and representative of the members of the Disappearing Company, has
been approved, adopted, certified, executed and acknowledged by each of the Constituent Entities in accordance with Section 264 of
the DGCL and Section 18-209 of the DLLCA, as applicable.
THIRD:
The name of the surviving limited liability company is: InnocsAI Merger Sub, Inc.
FOURTH:
The Certificate of Incorporation of the Surviving Company, as in effect immediately prior to the Merger, shall be the Certificate of Incorporation
of the Surviving Company.
FIFTH:
The Merger shall become effective upon filing of this Certificate of Merger with the Secretary of State of the State of Delaware.
SIXTH:
An executed copy of the Merger Agreement is on file at the office of the Surviving Company at:
InnocsAI Merger Sub, Inc.
c/o Liminatus Pharma, Inc.
2251 Stern Goodman Street, Suite E
Fullerton, California 92833
SEVENTH: A copy of the Merger
Agreement will be furnished by the Surviving Company, on request and without cost, to any stockholder of the Surviving Company and any
member of the Disappearing Company.
* * * * *
IN WITNESS WHEREOF, the Surviving
Company has caused this Certificate of Merger to be signed by an authorized person as of the date first written above.
INNOCSAI MERGER SUB, INC.,
a Delaware corporation
By:
/s/ Chris Kim
Name:
Chris Kim
Title:
CEO
EX-10.1 — EXHIBIT 10.1
EX-10.1
Filename: tm2619730d1_ex10-1.htm · Sequence: 5
Exhibit 10.1
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT
(this “Agreement”) is entered into as of June 29, 2026, by and among Liminatus Pharma, Inc., a Delaware
corporation (the “Company”) and the undersigned parties listed under Stockholders on the signature page hereto
(each, an “Stockholder” and collectively, the “Stockholders”).
WHEREAS, pursuant to a Merger
Agreement, dated as of May 17, 2026 and amended and restated as of June 29, 2026 (as further amended and supplemented from time
to time, the “Merger Agreement”), by and among the Company, InnocsAI LLC, Delaware limited liability company
(“InnocsAI”), NamChul Jung, an individual, as the representative of the members of InnocsAI, the Stockholders
agreed to accept the Merger Shares (i.e., Common Stock and Preferred Stock of the Company) in exchange for their membership interests
of InnocsAI;
WHEREAS, pursuant to the terms
of the Merger Agreement, the Company agreed to register the Merger Shares (as defined below) held by the Stockholders for resale under
the Securities Act (as defined below and the Stockholders and the Company desire to enter into this Agreement to provide the Stockholders
with certain rights relating to the registration of the securities held by them as of the date hereof;
NOW, THEREFORE, in consideration
of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:
1. DEFINITIONS.
The following capitalized terms used herein have the following meanings:
“Agreement”
means this Agreement, as amended, restated, supplemented, or otherwise modified from time to time.
“Commission”
means the Securities and Exchange Commission, or any other Federal agency then administering the Securities Act or the Exchange Act.
“Common Stock”
means the common stock, par value $0.0001 per share, of the Company.
“Company”
is defined in the preamble to this Agreement.
“Exchange Act”
means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder, all
as the same shall be in effect at the time.
“Form S-3”
is defined in Section 2.1.4.
“Indemnified Party”
is defined in Section 4.3.
“Indemnifying
Party” is defined in Section 4.3.
“Stockholder Indemnified
Party” is defined in Section 4.1.
“Maximum Number
of Shares” means the number of shares of Common Stock of the Company in an underwritten offering, if the managing Underwriter
or Underwriters advises the Company in writing that the dollar amount or number of shares of Registrable Securities which the Stockholders
desire to sell, taken together with all other shares of Common stock or other securities which the Company desires to sell and the shares
of Common Stock, if any, as to which registration has been requested pursuant to written contractual registration rights held by other
shareholders of the Company who desire to sell, which exceeds the maximum dollar amount or maximum number of shares that can be sold in
such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success
of such offering such maximum dollar amount or maximum number of shares.
“Merger Shares”
means the shares of Common Stock issued or issuable to the Stockholders pursuant to the terms of the Merger Agreement, including the shares
of Comon Stock issuable upon conversion of the shares of Preferred Stock issued or issuable to the Stockholders pursuant to the terms
of the Merger Agreement.
“Notices”
is defined in Section 6.2.
“Piggy-Back Registration”
is defined in Section 2.1.1.
“Preferred Stock”
means the Series A Non-Voting Convertible Preferred Stock, par value $0.0001 per share, of the Company.
“Register,”
“Registered” and “Registration” mean a registration effected by preparing and filing
a registration statement or similar document in compliance with the requirements of the Securities Act, and the applicable rules and
regulations promulgated thereunder, and such registration statement becoming effective.
“Registrable Securities”
means (i) the Merger Shares and (ii) any warrants, shares of capital stock or other securities of the Company issued as a dividend
or other distribution with respect to or in exchange for or in replacement of such Merger Shares. As to any particular Registrable Securities,
such securities shall cease to be Registrable Securities when: (a) a Registration Statement with respect to the sale of such securities
shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in
accordance with such Registration Statement; (b) such securities shall have been otherwise transferred, new certificates for them
not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution of them
shall not require registration under the Securities Act; (c) such securities shall have ceased to be outstanding, or (d) the
Registrable Securities are freely saleable under Rule 144 without volume limitations.
“Registration
Statement” means a registration statement filed by the Company with the Commission in compliance with the Securities Act
and the rules and regulations promulgated thereunder for a public offering and sale of equity securities, or securities or other
obligations exercisable or exchangeable for, or convertible into, equity securities (other than a registration statement on Form S-4
or Form S-8, or their successors, or any registration statement covering only securities proposed to be issued in exchange for securities
or assets of another entity).
“SEC”
means the Securities and Exchange Commission.
“Securities Act”
means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder, all as the
same shall be in effect at the time.
“Stockholder”
is defined in the preamble to this Agreement.
2
“Underwriter”
means a securities broker-dealer who purchases any Registrable Securities as principal in an underwritten offering and not as part of
such broker-dealer’s market-making activities.
2. REGISTRATION
RIGHTS.
2.1 Piggy-Back
Registration.
2.1.1 Piggy-Back
Rights. If at any time on or after the date of this Agreement the Company proposes to file a Registration Statement under the Securities
Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible
into, equity securities, by the Company for its own account or for shareholders of the Company for their account (or by the Company and
by shareholders of the Company), other than a Registration Statement (i) filed in connection with any employee stock option or other
benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) for
an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, then the
Company shall (x) give written notice of such proposed filing to the holders of Registrable Securities as soon as practicable but
in no event less than ten (10) days before the anticipated filing date, which notice shall describe the amount and type of securities
to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters,
if any, of the offering, and (y) offer to the holders of Registrable Securities in such notice the opportunity to register the sale
of such number of shares of Registrable Securities as such holders may request in writing within five (5) days following receipt
of such notice (a “Piggy-Back Registration”). The Company shall cause such Registrable Securities to be included
in such registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering
to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar
securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of
distribution thereof. All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration
that involves an Underwriter or Underwriters shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters
selected for such Piggy-Back Registration.
2.1.2 Reduction
of Offering. If the managing Underwriter or Underwriters for a Piggy-Back Registration under this Agreement that is to be an underwritten
offering advises the Company and the holders of Registrable Securities hereunder in writing that the dollar amount or number of shares
of Common Stock which the Company desires to sell, taken together with the Registrable Securities as to which registration shall otherwise
be required under this Section 2.1 and the shares of Common Stock, if any, as to which registration has been requested pursuant to
this Agreement, exceeds the Maximum Number of Shares in an underwritten offering, then the Company shall include in any such registration:
a) If
the registration is undertaken for the Company’s account: (A) first, the shares of Common Stock or other securities that the
Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum
Number of Shares has not been reached under the foregoing clause (A), the shares of Common Stock or other securities, if any, comprised
of Registrable Securities, as to which registration has been requested pursuant to the applicable piggy-back registration rights of security
holders party to this Agreement, Pro Rata, that can be sold without exceeding the Maximum Number of Shares; and (C) third, to the
extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock
or other securities for the account of other persons that the Company is obligated to register pursuant to written contractual piggy-back
registration rights with such persons and that can be sold without exceeding the Maximum Number of Shares;
3
b) If
the registration is a “demand” registration undertaken at the demand of persons, (A) first, the shares of Common Stock
or other securities for the account of the demanding persons that can be sold without exceeding the Maximum Number of Shares; (B) second,
to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (A), the shares of Common Stock or other
securities comprised of Registrable Securities, as to which registration has been requested pursuant to the terms hereof, Pro Rata, that
can be sold without exceeding the Maximum Number of Shares; and (C) third, to the extent that the Maximum Number of Shares has not
been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other securities for the account of other persons
that the Company is obligated to register pursuant to written contractual arrangements with such persons, that can be sold without exceeding
the Maximum Number of Shares.
2.1.3 Withdrawal.
Any holder of Registrable Securities may elect to withdraw such holder’s request for inclusion of Registrable Securities in any
Piggy-Back Registration by giving written notice to the Company of such request to withdraw prior to the effectiveness of the Registration
Statement. The Company (whether on its own determination or as the result of a withdrawal by persons making a demand pursuant to written
contractual obligations) may withdraw a Registration Statement at any time prior to the effectiveness of such Registration Statement.
Notwithstanding any such withdrawal, the Company shall pay all expenses incurred by the holders of Registrable Securities in connection
with such Piggy-Back Registration as provided in Section 3.3.
2.1.4 Registrations
on Form S-3. The holders of Registrable Securities may at any time and from time to time, request in writing that the Company
register the resale of any or all of such Registrable Securities on Form S-3 or any similar short-form registration which may be
available to the Company under the Securities Act and the rules and regulations of the SEC at such time (“Form S-3”);
provided, however, that the Company shall not be obligated to effect such request through an underwritten offering. Upon receipt of such
written request, the Company will promptly give written notice of the proposed registration to all other holders of Registrable Securities,
and, as soon as practicable thereafter, effect the registration of all or such portion of such holder’s or holders’ Registrable
Securities as are specified in such request, together with all or such portion of the Registrable Securities or other securities of the
Company, if any, of any other holder or holders joining in such request as are specified in a written request given within fifteen (15)
days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such
registration pursuant to this Section 2.3: (i) if Form S-3 is not available for such offering; or (ii) if the holders
of the Registrable Securities, together with the holders of any other securities of the Company entitled to inclusion in such registration,
propose to sell Registrable Securities and such other securities (if any) at any aggregate price to the public of less than $500,000.
3. REGISTRATION
PROCEDURES.
3.1 Filings;
Information. Whenever the Company is required to effect the registration of any Registrable Securities pursuant to Section 2,
the Company shall use its best efforts to effect the registration and sale of such Registrable Securities in accordance with the intended
method(s) of distribution thereof as expeditiously as practicable, and in connection with any such request:
3.1.1 Copies.
The Company shall, prior to filing a Registration Statement or prospectus, or any amendment or supplement thereto, furnish without charge
to the holders of Registrable Securities included in such registration, and such holders’ legal counsel, copies of such Registration
Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto
and documents incorporated by reference therein), the prospectus included in such Registration Statement (including each preliminary prospectus),
and such other documents as the holders of Registrable Securities included in such registration or legal counsel for any such holders
may request in order to facilitate the disposition of the Registrable Securities owned by such holders.
4
3.1.2 Amendments
and Supplements. The Company shall prepare and file with the Commission such amendments, including post-effective amendments, and
supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration
Statement effective and in compliance with the provisions of the Securities Act until all Registrable Securities and other securities
covered by such Registration Statement have been disposed of in accordance with the intended method(s) of distribution set forth
in such Registration Statement or such securities have been withdrawn.
3.1.3 Notification.
After the filing of a Registration Statement, the Company shall promptly, and in no event more than two (2) business days after such
filing, notify the holders of Registrable Securities included in such Registration Statement of such filing, and shall further notify
such holders promptly and confirm such advice in writing in all events within two (2) business days of the occurrence of any of the
following: (i) when such Registration Statement becomes effective; (ii) when any post-effective amendment to such Registration
Statement becomes effective; (iii) the issuance or threatened issuance by the Commission of any stop order (and the Company shall
take all actions required to prevent the entry of such stop order or to remove it if entered); and (iv) any request by the Commission
for any amendment or supplement to such Registration Statement or any prospectus relating thereto or for additional information or of
the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered
to the purchasers of the securities covered by such Registration Statement, such prospectus will not contain an untrue statement of a
material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading,
and promptly make available to the holders of Registrable Securities included in such Registration Statement any such supplement or amendment;
except that before filing with the Commission a Registration Statement or prospectus or any amendment or supplement thereto, including
documents incorporated by reference, the Company shall furnish to the holders of Registrable Securities included in such Registration
Statement and to the legal counsel for any such holders, copies of all such documents proposed to be filed sufficiently in advance of
filing to provide such holders and legal counsel with a reasonable opportunity to review such documents and comment thereon, and the Company
shall not file any Registration Statement or prospectus or amendment or supplement thereto, including documents incorporated by reference,
to which such holders or their legal counsel shall object.
3.1.4 State
Securities Laws Compliance. The Company shall use its best efforts to (i) register or qualify the Registrable Securities covered
by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as the holders
of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request and (ii) take
such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by
such other governmental authorities as may be necessary by virtue of the business and operations of the Company and do any and all other
acts and things that may be necessary or advisable to enable the holders of Registrable Securities included in such Registration Statement
to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company shall not be required
to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph or
subject itself to taxation in any such jurisdiction.
5
3.1.5 Agreements
for Disposition. The Company shall enter into customary agreements (including, if applicable, an underwriting agreement in customary
form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities.
The representations, warranties and covenants of the Company in any underwriting agreement which are made to or for the benefit of any
Underwriters, to the extent applicable, shall also be made to and for the benefit of the holders of Registrable Securities included in
such registration statement. No holder of Registrable Securities included in such registration statement shall be required to make any
representations or warranties in the underwriting agreement except, if applicable, with respect to such holder’s organization, good
standing, authority, title to Registrable Securities, lack of conflict of such sale with such holder’s material agreements and organizational
documents, and with respect to written information relating to such holder that such holder has furnished in writing expressly for inclusion
in such Registration Statement or as otherwise provided herein.
3.1.6 Cooperation.
The principal executive officer of the Company, the principal financial officer of the Company, the principal accounting officer of the
Company and all other officers and members of the management of the Company shall cooperate fully in any offering of Registrable Securities
hereunder, which cooperation shall include, without limitation, the preparation of the Registration Statement with respect to such offering
and all other offering materials and related documents, and participation in meetings with Underwriters, attorneys, accountants and potential
stockholders.
3.1.7 Records.
The Company shall make available for inspection by the holders of Registrable Securities included in such Registration Statement, any
Underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other professional
retained by any holder of Registrable Securities included in such Registration Statement or any Underwriter, all financial and other records,
pertinent corporate documents and properties of the Company, as shall be necessary to enable them to exercise their due diligence responsibility,
and cause the Company’s officers, directors and employees to supply all information requested by any of them in connection with
such Registration Statement.
3.1.8 Opinions
and Comfort Letters. Upon request, the Company shall furnish to each holder of Registrable Securities included in any Registration
Statement a signed counterpart, addressed to such holder, of (i) any opinion of counsel to the Company delivered to any Underwriter
and (ii) any comfort letter from the Company’s independent public accountants delivered to any Underwriter. In the event no
legal opinion is delivered to any Underwriter, the Company shall furnish to each holder of Registrable Securities included in such Registration
Statement, at any time that such holder elects to use a prospectus, an opinion of counsel to the Company to the effect that the Registration
Statement containing such prospectus has been declared effective and that no stop order is in effect.
3.1.9 Earnings
Statement. The Company shall comply with all applicable rules and regulations of the Commission and the Securities Act, and make
available to its shareholders, as soon as practicable, an earnings statement covering a period of twelve (12) months, which earnings statement
shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder.
3.1.10 Listing.
The Company shall use its best efforts to cause all Registrable Securities included in any registration to be listed on such exchanges
or otherwise designated for trading in the same manner as similar securities issued by the Company are then listed or designated or, if
no such similar securities are then listed or designated, in a manner satisfactory to the holders of a majority of the Registrable Securities
included in such registration.
6
3.1.11 Road
Show. If the registration involves the registration of Registrable Securities involving gross proceeds in excess of $5,000,000, the
Company shall use its reasonable efforts to make available senior executives of the Company to participate in customary “road show”
presentations that may be reasonably requested by the Underwriter in any underwritten offering.
3.2 Obligation
to Suspend Distribution. Upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3.1.3(iv),
or, in the case of a resale registration on Form S-3 pursuant to Section 2.1.4 hereof, upon any suspension by the Company, pursuant
to a written insider trading compliance program adopted by the Company’s Board of Directors, of the ability of all “insiders”
covered by such program to transact in the Company’s securities because of the existence of material non-public information, each
holder of Registrable Securities included in any registration shall immediately discontinue disposition of such Registrable Securities
pursuant to the Registration Statement covering such Registrable Securities until such holder receives the supplemented or amended prospectus
contemplated by Section 3.1.3(iv) or the restriction on the ability of “insiders” to transact in the Company’s
securities is removed, as applicable, and, if so directed by the Company, each such holder will deliver to the Company all copies, other
than permanent file copies then in such holder’s possession, of the most recent prospectus covering such Registrable Securities
at the time of receipt of such notice.
3.3 Registration
Expenses. The Company shall bear all costs and expenses incurred in connection with any Piggy-Back Registration pursuant to Section 2.1,
and any registration on Form S-3 effected pursuant to Section 2.3, and all expenses incurred in performing or complying with
its other obligations under this Agreement, whether or not the Registration Statement becomes effective, including, without limitation:
(i) all registration and filing fees; (ii) fees and expenses of compliance with securities or “blue sky” laws (including
fees and disbursements of counsel in connection with blue sky qualifications of the Registrable Securities); (iii) printing expenses;
(iv) the Company’s internal expenses (including, without limitation, all salaries and expenses of its officers and employees);
(v) the fees and expenses incurred in connection with the listing of the Registrable Securities as required by Section 3.1.10;
(vi) Financial Industry Regulatory Authority fees; (vii) fees and disbursements of counsel for the Company and fees and expenses
for independent certified public accountants retained by the Company (including the expenses or costs associated with the delivery of
any opinions or comfort letters requested pursuant to Section 3.1.8); (viii) the reasonable fees and expenses of any special
experts retained by the Company in connection with such registration; and (ix) the reasonable fees and expenses of one legal counsel
selected by the holders of a majority-in-interest of the Registrable Securities included in such registration. The Company shall have
no obligation to pay any underwriting discounts or selling commissions attributable to the Registrable Securities being sold by the holders
thereof, which underwriting discounts or selling commissions shall be borne by such holders. Additionally, in an underwritten offering,
all selling shareholders and the Company shall bear the expenses of the Underwriter pro rata in proportion to the respective amount of
shares each is selling in such offering.
3.4 Information.
The holders of Registrable Securities shall provide such information as may reasonably be requested by the Company, or the managing Underwriter,
if any, in connection with the preparation of any Registration Statement, including amendments and supplements thereto, in order to effect
the registration of any Registrable Securities under the Securities Act pursuant to Section 2 and in connection with the Company’s
obligation to comply with federal and applicable state securities laws. In addition, the holders of Registrable Securities shall comply
with all prospectus delivery requirements under the Securities Act and applicable SEC regulations.
7
4. INDEMNIFICATION
AND CONTRIBUTION.
4.1 Indemnification
by the Company. The Company agrees to indemnify and hold harmless each Stockholder and each other holder of Registrable Securities,
and each of their respective officers, employees, affiliates, directors, partners, members, attorneys and agents, and each person, if
any, who controls a Stockholder and each other holder of Registrable Securities (within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act) (each, an “Stockholder Indemnified Party”), from and against any
expenses, losses, judgments, claims, damages or liabilities, whether joint or several, arising out of or based upon any untrue statement
(or allegedly untrue statement) of a material fact contained in any Registration Statement under which the sale of such Registrable Securities
was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration
Statement, or any amendment or supplement to such Registration Statement, or arising out of or based upon any omission (or alleged omission)
to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by
the Company of the Securities Act or any rule or regulation promulgated thereunder applicable to the Company and relating to action
or inaction required of the Company in connection with any such registration; and the Company shall promptly reimburse the Stockholder
Indemnified Party for any legal and any other expenses reasonably incurred by such Stockholder Indemnified Party in connection with investigating
and defending any such expense, loss, judgment, claim, damage, liability or action; provided, however, that the Company will not be liable
in any such case to the extent that any such expense, loss, claim, damage or liability arises out of or is based upon any untrue statement
or allegedly untrue statement or omission or alleged omission made in such Registration Statement, preliminary prospectus, final prospectus,
or summary prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished to the Company,
in writing, by such selling holder expressly for use therein. The Company also shall indemnify any Underwriter of the Registrable Securities,
their officers, affiliates, directors, partners, members and agents and each person who controls such Underwriter on substantially the
same basis as that of the indemnification provided above in this Section 4.1.
4.2 Indemnification
by Holders of Registrable Securities. Each selling holder of Registrable Securities will, in the event that any registration is being
effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such selling holder, indemnify and
hold harmless the Company, each of its directors and officers and each Underwriter (if any), and each other selling holder and each other
person, if any, who controls another selling holder or such Underwriter within the meaning of the Securities Act, against any losses,
claims, judgments, damages or liabilities, whether joint or several, insofar as such losses, claims, judgments, damages or liabilities
(or actions in respect thereof) arise out of or are based upon any untrue statement or allegedly untrue statement of a material fact contained
in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary
prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to the Registration
Statement, or arise out of or are based upon any omission or the alleged omission to state a material fact required to be stated therein
or necessary to make the statement therein not misleading, if the statement or omission was made in reliance upon and in conformity with
information furnished in writing to the Company by such selling holder expressly for use therein, and shall reimburse the Company, its
directors and officers, and each other selling holder or controlling person for any legal or other expenses reasonably incurred by any
of them in connection with investigation or defending any such loss, claim, damage, liability or action. Each selling holder’s indemnification
obligations hereunder shall be several and not joint and shall be limited to the amount of any net proceeds actually received by such
selling holder.
8
4.3 Conduct
of Indemnification Proceedings. Promptly after receipt by any person of any notice of any loss, claim, damage or liability or any
action in respect of which indemnity may be sought pursuant to Section 4.1 or 4.2, such person (the “Indemnified Party”)
shall, if a claim in respect thereof is to be made against any other person for indemnification hereunder, notify such other person (the
“Indemnifying Party”) in writing of the loss, claim, judgment, damage, liability or action; provided, however,
that the failure by the Indemnified Party to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability
which the Indemnifying Party may have to such Indemnified Party hereunder, except and solely to the extent the Indemnifying Party is actually
prejudiced by such failure. If the Indemnified Party is seeking indemnification with respect to any claim or action brought against the
Indemnified Party, then the Indemnifying Party shall be entitled to participate in such claim or action, and, to the extent that it wishes,
jointly with all other Indemnifying Parties, to assume control of the defense thereof with counsel satisfactory to the Indemnified Party.
After notice from the Indemnifying Party to the Indemnified Party of its election to assume control of the defense of such claim or action,
the Indemnifying Party shall not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified
Party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that in any action in which
both the Indemnified Party and the Indemnifying Party are named as defendants, the Indemnified Party shall have the right to employ separate
counsel (but no more than one such separate counsel) to represent the Indemnified Party and its controlling persons who may be subject
to liability arising out of any claim in respect of which indemnity may be sought by the Indemnified Party against the Indemnifying Party,
with the fees and expenses of such counsel to be paid by such Indemnifying Party if, based upon the written opinion of counsel of such
Indemnified Party, representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests
between them. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, consent to entry of judgment or
effect any settlement of any claim or pending or threatened proceeding in respect of which the Indemnified Party is or could have been
a party and indemnity could have been sought hereunder by such Indemnified Party, unless such judgment or settlement includes an unconditional
release of such Indemnified Party from all liability arising out of such claim or proceeding.
4.4 Contribution.
4.4.1 If
the indemnification provided for in the foregoing Sections 4.1, 4.2 and 4.3 is unavailable to any Indemnified Party in respect of any
loss, claim, damage, liability or action referred to herein, then each such Indemnifying Party, in lieu of indemnifying such Indemnified
Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage, liability or
action in such proportion as is appropriate to reflect the relative fault of the Indemnified Parties and the Indemnifying Parties in connection
with the actions or omissions which resulted in such loss, claim, damage, liability or action, as well as any other relevant equitable
considerations. The relative fault of any Indemnified Party and any Indemnifying Party shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact
relates to information supplied by such Indemnified Party or such Indemnifying Party and the parties’ relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or omission.
4.4.2 The
parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 4.4 were determined by pro
rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately
preceding Section 4.4.1.
4.4.3 The
amount paid or payable by an Indemnified Party as a result of any loss, claim, damage, liability or action referred to in the immediately
preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses incurred by such
Indemnified Party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 4.4,
no holder of Registrable Securities shall be required to contribute any amount in excess of the dollar amount of the net proceeds (after
payment of any underwriting fees, discounts, commissions or taxes) actually received by such holder from the sale of Registrable Securities
which gave rise to such contribution obligation. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.
9
5. RULE
144.
5.1 Rule 144.
The Company covenants that it shall file any reports required to be filed by it under the Securities Act and the Exchange Act and shall
take such further action as the holders of Registrable Securities may reasonably request, all to the extent required from time to time
to enable such holders to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions
provided by Rule 144 under the Securities Act, as such Rules may be amended from time to time, or any similar rule or regulation
hereafter adopted by the Commission.
6. MISCELLANEOUS.
6.1 Assignment;
No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or
delegated by the Company in whole or in part. This Agreement and the rights, duties and obligations of the holders of Registrable Securities
hereunder may be freely assigned or delegated by such holder of Registrable Securities in conjunction with and to the extent of any transfer
of Registrable Securities by any such holder. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit
of each of the parties, to the permitted assigns of the Stockholders or holder of Registrable Securities or of any assignee of the Stockholders
or holder of Registrable Securities. This Agreement is not intended to confer any rights or benefits on any persons that are not party
hereto other than as expressly set forth in Article 4 and this Section 6.1.
6.2 Notices.
All notices, demands, requests, consents, approvals or other communications (collectively, “Notices”) required
or permitted to be given hereunder or which are given with respect to this Agreement shall be in writing and shall be personally served,
delivered by reputable air courier service with charges prepaid, or transmitted by hand delivery, addressed as set forth below, or to
such other address as such party shall have specified most recently by written notice. Notice shall be deemed given on the date of service
or transmission if personally served; provided, that if such service or transmission is not on a business day or is after normal business
hours, then such notice shall be deemed given on the next business day. Notice otherwise sent as provided herein shall be deemed given
on the next business day following timely delivery of such notice to a reputable air courier service with an order for next-day delivery.
To the Company:
Liminatus Pharma, Inc.
2251 Stern Goodman Street,
Suite E
Fullerton, CA 92833
Attn: Chris Kim, Chief Executive Officer
with a copy to (which shall not constitute
notice):
Loeb & Loeb LLP
345 Park Avenue
New York, NY 10154
Attention: Giovanni Caruso
To a Stockholder, to the address set
forth below such Stockholder’s name on Exhibit A hereto.
10
6.3 Severability.
This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the
validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable
term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to
such invalid or unenforceable provision as may be possible that is valid and enforceable.
6.4 Counterparts.
This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which taken together shall
constitute one and the same instrument.
6.5 Entire
Agreement. This Agreement (including all agreements entered into pursuant hereto and all certificates and instruments delivered pursuant
hereto and thereto) constitute the entire agreement of the parties with respect to the subject matter hereof and supersede all prior and
contemporaneous agreements, representations, understandings, negotiations and discussions between the parties, whether oral or written.
6.6 Modifications
and Amendments. No amendment, modification or termination of this Agreement shall be binding upon the Company unless executed in writing
by the Company. No amendment, modification or termination of this Agreement shall be binding upon the holders of the Registrable Securities
unless executed in writing by the holders of the majority Registrable Securities.
6.7 Titles
and Headings. Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of
any provision of this Agreement.
6.8 Waivers
and Extensions. Any party to this Agreement may waive any right, breach or default which such party has the right to waive, provided
that such waiver will not be effective against the waiving party unless it is in writing, is signed by such party, and specifically refers
to this Agreement. Waivers may be made in advance or after the right waived has arisen or the breach or default waived has occurred. Any
waiver may be conditional. No waiver of any breach of any agreement or provision herein contained shall be deemed a waiver of any preceding
or succeeding breach thereof nor of any other agreement or provision herein contained. No waiver or extension of time for performance
of any obligations or acts shall be deemed a waiver or extension of the time for performance of any other obligations or acts.
6.9 Remedies
Cumulative. In the event that the Company fails to observe or perform any covenant or agreement to be observed or performed under
this Agreement, a Stockholder or any other holder of Registrable Securities may proceed to protect and enforce its rights by suit in equity
or action at law, whether for specific performance of any term contained in this Agreement or for an injunction against the breach of
any such term or in aid of the exercise of any power granted in this Agreement or to enforce any other legal or equitable right, or to
take any one or more of such actions, without being required to post a bond. None of the rights, powers or remedies conferred under this
Agreement shall be mutually exclusive, and each such right, power or remedy shall be cumulative and in addition to any other right, power
or remedy, whether conferred by this Agreement or now or hereafter available at law, in equity, by statute or otherwise.
6.10 Governing
Law. This Agreement shall be governed by, interpreted under, and construed in accordance with the internal laws of the State of New
York applicable to agreements made and to be performed within the State of New York, without giving effect to any choice-of-law provisions
thereof that would compel the application of the substantive laws of any other jurisdiction.
11
6.11 Waiver
of Trial by Jury. Each party hereby irrevocably and unconditionally waives the right to a trial by jury in any action, suit, counterclaim
or other proceeding (whether based on contract, tort or otherwise) arising out of, connected with or relating to this Agreement, the transactions
contemplated hereby, or the actions of a Stockholder in the negotiation, administration, performance or enforcement hereof.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
12
IN WITNESS WHEREOF, the parties
have caused this Registration Rights Agreement to be executed and delivered by their duly authorized representatives as of the date first
written above.
COMPANY:
LIMINATUS PHARMA, INC.
By:
Name:
Chris Kim
Title:
CEO
STOCKHOLDERS:
Name: Nam-Chul Jung,
Title: Representative of the shareholders
EX-10.2 — EXHIBIT 10.2
EX-10.2
Filename: tm2619730d1_ex10-2.htm · Sequence: 6
Exhibit 10.2
NON-COMPETITION AND NON-SOLICITATION AGREEMENT
This Non-Competition and Non-Solicitation
Agreement (this “Agreement”) is entered into as of June 29, 2026, by and between InnocsAI LLC, a Delaware limited
liability company (together with its successors, the “Company”), and the undersigned party listed under Subject Party
on the signature page hereto (the “Subject Party”) in favor of and for the benefit of Liminatus Pharma, Inc.,
a Delaware corporation (“Purchaser”), and each of Purchaser’s Affiliates, successors and direct and indirect
Subsidiaries, including the Company Group (together with the Company and Purchaser, the “Covered Parties”). Any capitalized
term used but not defined in this Agreement shall have the meaning ascribed to such term in the Merger Agreement (as defined below).
WHEREAS, the Company, Purchaser
and NamChul Jung, an individual, as the representative of the members of the Company have entered into that certain Merger Agreement,
dated as of May 17, 2026 and amended and restated as of June 29, 2026 (as may be further amended, restated, supplemented and/or
modified from time to time in accordance with the terms thereof, the “Merger Agreement”), pursuant to which, among
other things, InnocsAI will merge with and into a newly formed wholly-owned subsidiary of Purcahser (“Merger Sub”),
after which Merger Sub will be the surviving company and a wholly-owned subsidiary of Purchaser (the “Merger”), upon
the terms and subject to the conditions set forth in the Merger Agreement;
WHEREAS, the Subject Party’s
execution of this Agreement is a material inducement to the Purchaser and the Company to consummate the transactions contemplated by the
Merger Agreement, including the Merger (the “Transactions”), and to realize the goodwill of the Company Group, for
which the Subject Party and/or its Affiliates will receive a substantial direct or indirect financial benefit which the Subject Party
agrees constitutes adequate consideration for entering into this Agreement;
WHEREAS, the Purchaser and
its direct and indirect Subsidiaries, including the Company Group, are engaged in the business of developing innovative therapies for
oncology and other serious diseases and related intellectual property rights (which, together with all other businesses and activities
conducted by the Purchaser and the Company Group, the “Business”);
WHEREAS, in connection with,
and as a condition to the execution and delivery of the Merger Agreement and the consummation of the Merger and the other Transactions,
and to enable Purchaser to secure the benefits of the Transactions, including the protection and maintenance of the goodwill and confidential
information of the Company Group, Purchaser has required that the Subject Party enter into this Agreement; and
WHEREAS, the Subject Party,
as a former and/or current direct or indirect equity holder, director, officer, or employee of the Company Group, has contributed to the
value of the Company Group and has obtained extensive and valuable knowledge and confidential information concerning the business of the
Company Group.
NOW, THEREFORE, in order to
induce Purchaser to enter into the Merger Agreement and consummate the Transactions, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the Subject Party, together with other parties hereto, hereby agrees as follows:
1. Restriction on Competition.
(a) Restriction.
The Subject Party hereby agrees that during the period from the Closing Date until the date that is the second (2nd) year anniversary
of the Closing Date (such period, the “Restricted Period”), the Subject Party shall not, and shall cause its Affiliates
not to, directly or indirectly, without the prior written consent of the Company (which may be withheld in its sole discretion), in anywhere
in the United States and South Korea or in any other markets in which a Covered Party is engaged, is actively contemplating to become
engaged, or plans to engage, in the Business, as of the Closing Date or during the Restricted Period (the “Territory”),
directly or indirectly, engage in the Business (other than through a Covered Party) or own, manage, operate, finance or control, maintain
any interest in or participate in the ownership, management, operation, financing or control of, or become engaged or serve as an officer,
director, shareholder, member, partner, affiliate, employee, lender, agent, consultant, contractor, advisor or representative of, a business
or entity (other than a Covered Party) that engages in the Business or any other business or activity which is the same as, similar to
or competing with the Business (such business or entity referred to herein as a “Competitor”). Notwithstanding the
foregoing, the Subject Party and its Affiliates may own passive investments of no more than two percent (2%) of any class of outstanding
equity interests in a Competitor that is publicly traded or five percent (5%) of any class of outstanding equity interests in a Competitor
that is privately held, so long as the Subject Party and its Affiliates are not affiliated with such Competitor and are not involved in
the management or control of such Competitor.
(b) Acknowledgment.
The Subject Party acknowledges and agrees, based upon the advice of legal counsel which the Subject Party acknowledges has been sought
by and provided to the Subject Party to its satisfaction and/or the Subject Party’s own education, experience and training, that:
(i) the Subject Party possesses knowledge of confidential information of the Purchaser and the Company Group and the Business; (ii) the
Subject Party’s execution of this Agreement is a material inducement to the Purchaser and the Company to consummate the Transactions
and to realize the goodwill of the Company Group, for which the Subject Party and/or its Affiliates will receive a substantial direct
or indirect financial benefit which the Subject Party agrees constitutes adequate consideration for entering into this Agreement, and
that the Purchaser and the Company would not have entered into the Merger Agreement or consummated the Transactions but for the Subject
Party’s agreements set forth in this Agreement; (iii) it would substantially impair the goodwill of the Company Group and reduce
the value of the assets of the Company Group and might cause serious and irreparable injury if the Subject Party were to use the Subject
Party’s ability and knowledge by engaging in the Business in competition with a Covered Party, and/or to otherwise breach the obligations
contained herein and that the Covered Parties might not have an adequate remedy at law because of the unique nature of the Business; (iv) the
Subject Party and its Affiliates have no intention of engaging in the Business (other than through the Covered Parties) during the Restricted
Period or otherwise breach this Agreement; (v) the relevant public policy aspects of restrictive covenants, covenants not to compete
and non-solicitation provisions have been discussed, and every effort has been made to limit the restrictions placed upon the Subject
Party to those that are reasonable and necessary to protect the Covered Parties’ legitimate interests; (vi) the Covered Parties
conduct or intend to conduct the Business everywhere in the Territory and compete with other businesses that are or could be located in
any part of the Territory; (vii) the foregoing restrictions on competition are fair and reasonable in type of prohibited activity,
geographic area covered, scope and duration and do not impose an undue hardship on the Subject Party and will not prevent the Subject
Party from earning a living; (viii) the consideration provided to the Subject Party under this Agreement and the Merger Agreement
is not illusory; and (ix) such provisions do not impose a greater restraint than is necessary to protect the goodwill or other business
interests of the Covered Parties.
2
2. No Solicitation; No Disparagement.
(a) No
Solicitation of Employees and Consultants. The Subject Party agrees that, during the Restricted Period, the Subject Party and its
Affiliates will not, without the prior written consent of the Company (which may be withheld in its sole discretion), either on its own
behalf or on behalf of any other Person (other than, if applicable, a Covered Party in the performance of the Subject Party’s duties
on behalf of the Covered Parties), directly or indirectly: (i) hire or engage as an employee, agent, independent contractor, consultant
or otherwise any Covered Personnel (as defined below); (ii) solicit, induce, encourage or otherwise intentionally or knowingly cause
(or attempt to do any of the foregoing) any Covered Personnel to leave the service (whether as an employee, agent, consultant or independent
contractor) of any Covered Party; or (iii) in any way interfere with or attempt to interfere with the relationship between any Covered
Personnel and any Covered Party; provided, however, the Subject Party and its Affiliates shall not be deemed to have violated
this Section 2(a) if any Covered Personnel voluntarily and independently solicits an offer of employment or engagement
from the Subject Party or its Affiliate (or other Person whom any of them is acting on behalf of) by responding to a general advertisement
or solicitation program conducted by or on behalf of the Subject Party or its Affiliate (or such other Person whom any of them is acting
on behalf of) that is not targeted at such Covered Personnel or Covered Personnel generally. For purposes of this Agreement, “Covered
Personnel” shall mean any Person who is or was an officer, employee, agent, consultant or independent contractor of the Covered
Parties, as of the Closing Date or during the two (2)-year period precedent the Closing Date, or at any time during the Restricted Period.
(b) Non-Solicitation
of Customers and Suppliers. The Subject Party agrees that, during the Restricted Period, the Subject Party and its Affiliates will
not, directly or indirectly, without the prior written consent of the Company (which may be withheld in its sole discretion), individually
or on behalf of any other Person (other than, if applicable, a Covered Party in the performance of the Subject Party’s duties on
behalf of the Covered Parties), directly or indirectly: (i) solicit, induce, encourage or otherwise intentionally or knowingly cause
(or attempt to do any of the foregoing) any Covered Customer (as defined below) to (A) cease being, or not become, a client or customer
of any Covered Party with respect to the Business or (B) reduce the amount of business of such Covered Customer with any Covered
Party, or otherwise alter such business relationship in a manner adverse to any Covered Party, in either case, with respect to or relating
to the Business; (ii) intentionally or knowingly interfere with or disrupt (or attempt to interfere with or disrupt) the contractual
relationship between any Covered Party and any Covered Customer; (iii) divert any business with any Covered Customer relating to
the Business from a Covered Party; (iv) solicit for business, provide services to, engage in or do business with, any Covered Customer
for products or services that are part of the Business; or (v) interfere with or disrupt (or attempt to interfere with or disrupt)
the relationship (including, without limitation, any transaction, agreement, prospective agreement, business opportunity or business relationship
in which a Covered Party is or was involved as of the Closing Date or at any time during the Restricted Period) between, on the one hand,
any Person that was a vendor, supplier, distributor, agent or other service provider of a Covered Party at the time of such interference
or disruption, and, on the other hand, a Covered Party, for a purpose competitive with the Business. For purposes of this Agreement, a
“Covered Customer” shall mean any Person who is or was an actual customer or client (or prospective customer or client
with whom a Covered Party actively marketed or made or took specific action to make a proposal or currently plans to do such) of a Covered
Party, as of the Closing Date or during the two (2)-year period preceding the Closing Date, or at any time during the Restricted Period.
(c) Non-Disparagement.
The Subject Party agrees that, from and after the Closing Date, the Subject Party and its Affiliates will not directly or indirectly engage
in any conduct that involves the making or publishing (including through electronic mail distribution or online social media) of any written
or oral statements or remarks (including the repetition or distribution of derogatory rumors, allegations, negative reports or comments)
that are disparaging, deleterious or damaging to the integrity, reputation or goodwill of one or more Covered Parties or their respective
management, officers, employees, independent contractors or consultants. Notwithstanding the foregoing, subject to Section 3
below, the provisions of this Section 2(c) shall not restrict the Subject Party or its Affiliates from providing truthful
testimony or information in response to a subpoena or investigation by an Authority or in connection with any legal action by the Subject
Party or its Affiliate against any Covered Party, including under this Agreement, the Merger Agreement or any other Additional Agreements
that is asserted by the Subject Party or its Affiliate in good faith.
3
3. Confidentiality.
From and after the Closing Date, the Subject Party will, and will cause its representatives to, keep confidential and not (except, if
applicable, in the performance of the Subject Party’s duties on behalf of the Covered Parties) directly or indirectly use, disclose,
reveal, publish, transfer or provide access to, any and all Covered Party Information (as defined below) without the prior written consent
of the Company (which may be withheld in its sole discretion). As used in this Agreement, “Covered Party Information”
means all material and information relating to the business, affairs and assets of any Covered Party, including material and information
that concerns or relates to such Covered Party’s bidding and proposal, technical information, computer hardware or software, administration,
management, operations, data processing, financial, marketing, customers, sales, human resources, employees, vendors, business development,
planning and/or other business activities, regardless of whether such material and information is maintained in physical, electronic,
or other form, that is: (a) gathered, compiled, generated, produced or maintained by or on behalf of such Covered Party through its
representatives, or provided to such Covered Party by its suppliers, service providers or customers; and (b) intended and maintained
by such Covered Party or its representatives, suppliers, service providers or customers to be kept in confidence. Covered Party Information
also includes information disclosed to any Covered Party by a third party to the extent that the Subject Party has knowledge that a Covered
Party has an obligation of confidentiality in connection therewith. The obligations set forth in this Section 3 shall not
apply to any Covered Party Information where the Subject Party can prove that such material or information: (i) is known or available
through other lawful sources not bound by a confidentiality agreement or other confidentiality obligation with respect to such material
or information; (ii) is or becomes publicly known through no violation of this Agreement or other non-disclosure obligation of the
Subject Party or any of its representatives; (iii) is already in the possession of the Subject Party at the time of disclosure through
lawful sources not bound by a confidentiality agreement or other confidentiality obligation as evidenced by the Subject Party’s
documents and records; or (iv) is required to be disclosed pursuant to an order of any administrative body or court of competent
jurisdiction (provided that (A) the applicable Covered Party is given prompt reasonable prior written notice, (B) the Subject
Party cooperates (and causes its representatives to cooperate) with any reasonable request of any Covered Party to seek to prevent or
narrow such disclosure and (C) if, after compliance with clauses (A) and (B), such disclosure is still required, the Subject
Party and its representatives shall (y) only disclose such portion of the Covered Party Information that is expressly required by
such order, as it may be subsequently narrowed and (z) use its best efforts to ensure that such disclosed portion of the Covered
Party Information shall be afforded confidential treatment.
4. Representations
and Warranties. The Subject Party hereby represents and warrants, to and for the benefit of the Covered Parties as of the date of
this Agreement and as of the Closing Date, that: (a) the Subject Party has full power and capacity to execute and deliver, and to
perform all of the Subject Party’s obligations under, this Agreement; and (b) neither the execution and delivery of this Agreement
nor the performance of the Subject Party’s obligations hereunder shall result directly or indirectly in a violation or breach of
any agreement or obligation by which the Subject Party is a party or otherwise bound. By entering into this Agreement, the Subject Party
certifies and acknowledges that the Subject Party has carefully read all of the provisions of this Agreement, and that the Subject Party
voluntarily and knowingly enters into this Agreement.
4
5. Remedies.
The covenants and undertakings of the Subject Party contained in this Agreement relate to matters which are of a special, unique and extraordinary
character and a violation of any of the terms of this Agreement may cause irreparable injury to the Covered Parties, the amount of which
may be impossible to estimate or determine and which cannot be adequately compensated. The Subject Party agrees that, in the event of
any breach or threatened breach by the Subject Party or its Affiliates of any covenant or obligation contained in this Agreement, each
applicable Covered Party shall be entitled to seek the following remedies (in addition to, and not in lieu of, any other remedy at law
or in equity or pursuant to the Merger Agreement or the other Additional Agreements that may be available to the Covered Parties, including
monetary damages), and a court of competent jurisdiction may award: (a) an injunction, restraining order or other equitable relief
restraining or preventing such breach or threatened breach, without the necessity of proving actual damages or that monetary damages would
be insufficient or posting bond or security, which the Subject Party expressly waives; and (b) recovery of the Covered Party’s
attorneys’ fees and costs incurred in enforcing the Covered Party’s rights under this Agreement to the extent that the Covered
Parties prevail. The Subject Party hereby consents to the award of any of the above remedies to the applicable Covered Party in connection
with any such breach or threatened breach. The Subject Party hereby acknowledges and agrees that in the event of any breach of this Agreement,
any value attributed or allocated to this Agreement (or any other non-competition agreement with the Subject Party) under or in connection
with the Merger Agreement shall not be considered a measure of, or a limit on, the damages of the Covered Parties.
6. Survival
of Obligations. The expiration of the Restricted Period shall not relieve the Subject Party of any obligation or liability arising
from any breach by the Subject Party of this Agreement during the Restricted Period. The Subject Party further agrees that the time period
during which the covenants contained in Section 1 and Section 2 of this Agreement will be effective and shall
be computed by excluding from such computation any time during which the Subject Party is in violation of any provision of such Sections.
7. Miscellaneous.
(a) Notices.
Any notice hereunder shall be sent in writing, addressed as specified below, and shall be deemed given: (i) if by hand or recognized
courier service by 4:00 PM on a business day, addressee’s day and time, on the date of delivery, and otherwise on the first business
day after such delivery; (ii) if by fax or email, on the date that transmission is confirmed electronically, if by 4:00PM on a business
day, addressee’s day and time, and otherwise on the first business day after the date of such confirmation; or (iii) five days
after mailing by certified or registered mail, return receipt requested. Notices shall be addressed to the respective parties as follows
(excluding telephone numbers, which are for convenience only), or to such other address as a party shall specify to the others in accordance
with these notice provisions:
5
if to the Company (following the Closing),
to:
Liminatus Pharma, Inc.
2251 Stern Goodman Street, Suite E
Fullerton, CA 92833
Attn: Chris Kim
e-mail: chris@liminatus.com
if to the Subject Party, to the address set forth
below such Subject Pary’s name on the signature page hereto:
(b) Integration
and Non-Exclusivity. This Agreement, the Merger Agreement and the other Additional Agreements contain the entire agreement between
the Subject Party and the Covered Parties concerning the subject matter hereof. Notwithstanding the foregoing, the rights and remedies
of the Covered Parties under this Agreement are not exclusive of or limited by any other rights or remedies which they may have, whether
at law, in equity, by contract or otherwise, all of which shall be cumulative (and not alternative). Without limiting the generality of
the foregoing, the rights and remedies of the Covered Parties, and the obligations and liabilities of the Subject Party and its Affiliates,
under this Agreement, are in addition to their respective rights, remedies, obligations and liabilities (i) under the laws of unfair
competition, misappropriation of trade secrets, or other requirements of statutory or common law, or any applicable rules and regulations
and (ii) otherwise conferred by contract, including the Merger Agreement and any other written agreement between the Subject Party
or its Affiliates and any of the Covered Parties. Nothing in the Merger Agreement shall limit any of the obligations, liabilities, rights
or remedies of the Subject Party or the Covered Parties under this Agreement, nor shall any breach of the Merger Agreement or any other
agreement between the Subject Party or its Affiliate and any of the Covered Parties limit or otherwise affect any right or remedy of the
Covered Parties under this Agreement. If any term or condition of any other agreement between the Subject Party or its Affiliate and any
of the Covered Parties conflicts or is inconsistent with the terms and conditions of this Agreement, the more restrictive terms shall
control as to the Subject Party or its Affiliate, as applicable.
(c) Severability;
Reformation. Each provision of this Agreement is separable from every other provision of this Agreement. If any provision of this
Agreement is found or held to be invalid, illegal or unenforceable, in whole or in part, by a court of competent jurisdiction, then (i) such
provision shall be deemed amended to conform to applicable laws so as to be valid, legal and enforceable to the fullest possible extent;
(ii) the invalidity, illegality or unenforceability of such provision shall not affect the validity, legality or enforceability of
such provision under any other circumstances or in any other jurisdiction; and (iii) the invalidity, illegality or unenforceability
of such provision shall not affect the validity, legality or enforceability of the remainder of such provision or the validity, legality
or enforceability of any other provision of this Agreement. The Subject Party and the Covered Parties shall substitute for any invalid,
illegal or unenforceable provision a suitable and equitable provision that carries out, so far as may be valid, legal and enforceable,
the intent and purpose of such invalid, illegal or unenforceable provision. Without limiting the foregoing, if any court of competent
jurisdiction determines that any part hereof is unenforceable because of the duration, geographic area covered, scope of such provision,
or otherwise, such court shall have the power to reduce the duration, geographic area covered or scope of such provision, as the case
may be, and, in its reduced form, such provision will then be enforceable. The Subject Party will, at a Covered Party’s request,
join such Covered Party in requesting that such court take such action.
6
(d) Amendment;
Waiver. This Agreement may not be amended or modified in any respect, except by a written agreement executed by the Subject Party
and the Company (or their respective successors or permitted assigns). No waiver shall be effective unless it is expressly set forth in
a written instrument executed by the waiving party and any such waiver shall have no effect except in the specific instance in which it
is given. Any delay or omission by a party in exercising its rights under this Agreement, or failure to insist upon strict compliance
with any term, covenant, or condition of this Agreement shall not be deemed a waiver of such term, covenant, condition or right, nor shall
any waiver or relinquishment of any right or power under this Agreement at any time or times be deemed a waiver or relinquishment of such
right or power at any other time or times.
(e) Governing
Law; Dispute Resolution. The provisions of Article X (Dispute Resolution) and Section 12.7 (Governing Law)
of the Merger Agreement are hereby incorporated herein by reference, mutatis mutandis.
(f) Successors
and Assigns; Third Party Beneficiaries. This Agreement shall be binding upon the Subject Party and the Subject Party’s estate,
successors and permitted assigns, and shall inure to the benefit of the Covered Parties, and their respective successors and permitted
assigns. Each Covered Party may freely assign any or all of its rights under this Agreement, at any time, in whole or in part, to any
Person which acquires, in one or more transactions, at least a majority of the equity securities (whether by equity sale, merger or otherwise)
of such Covered Party or all or substantially all of the assets of such Covered Party and its Subsidiaries, taken as a whole, without
obtaining the consent or approval of the Subject Party. The Subject Party agrees that the obligations of the Subject Party under this
Agreement are personal and shall not be assigned by the Subject Party. The parties hereto agree and acknowledge that each of the Covered
Parties is a third-party beneficiary of this Agreement and shall be entitled to enforce the rights of the Company under this Agreement.
(g) Authorization
to Act on Behalf of Covered Parties. In the event that the Subject Party serves as a director, officer, employee or other authorized
agent of a Covered Party, the Subject Party shall have no authority, express or implied, to act or make any determination on behalf of
a Covered Party in connection with this Agreement or any dispute or Action with respect hereto.
(h) Construction.
The Subject Party acknowledges that the Subject Party has had the opportunity to be represented by counsel of the Subject Party’s
choice. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied
in the construction or interpretation of this Agreement. Neither the drafting history nor the negotiating history of this Agreement shall
be used or referred to in connection with the construction or interpretation of this Agreement. The headings and subheadings contained
in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. In
this Agreement: (i) the words “include,” “includes” and “including” when used herein shall be
deemed in each case to be followed by the words “without limitation”; (ii) the definitions contained herein are applicable
to the singular as well as the plural forms of such terms; (iii) whenever required by the context, any pronoun shall include the
corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice
versa; (iv) the words “herein,” “hereto,” and “hereby” and other words of similar import shall
be deemed in each case to refer to this Agreement as a whole and not to any particular Section or other subdivision of this Agreement;
(v) the word “if” and other words of similar import when used herein shall be deemed in each case to be followed by the
phrase “and only if”; (vi) the term “or” means “and/or”; and (vii) any agreement or instrument
defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement or instrument as from
time to time amended, modified or supplemented, including by waiver or consent, and includes all attachments thereto and instruments incorporated
therein.
7
(i) Counterparts;
Facsimile Signatures. This Agreement may be executed in counterparts, each of which shall constitute an original, but all of which
shall constitute one agreement. This Agreement shall become effective upon delivery to each party of an executed counterpart or the earlier
delivery to each party of original, photocopied, or electronically transmitted signature pages that together (but need not individually)
bear the signatures of all other parties.
[The remainder of this page intentionally
left blank; signature pages to follow]
8
IN WITNESS WHEREOF, the undersigned
has duly executed and delivered this Non-Competition and Non-Solicitation Agreement as of the date first written above.
InnocsAI LLC
By:
Name:
Nam-Chul Jung
Title:
CEO
Subject Party:
Name:
Nam-Chul Jung
Address: #80, 138, Ilsan-ro, Ilsandong-gu, Goyang-si, Gyeonggi-do, Korea 10442
[Signature Page to the Non-Competition and Non-Solicitation
Agreement]
GRAPHIC
GRAPHIC
Filename: tm2619730d1_ex2-1img001.jpg · Sequence: 11
Binary file (4283 bytes)
Download tm2619730d1_ex2-1img001.jpg
GRAPHIC
GRAPHIC
Filename: tm2619730d1_ex2-1img002.jpg · Sequence: 12
Binary file (8069 bytes)
Download tm2619730d1_ex2-1img002.jpg
GRAPHIC
GRAPHIC
Filename: tm2619730d1_ex2-1img003.jpg · Sequence: 13
Binary file (8088 bytes)
Download tm2619730d1_ex2-1img003.jpg
GRAPHIC
GRAPHIC
Filename: tm2619730d1_ex2-1img004.jpg · Sequence: 14
Binary file (1485 bytes)
Download tm2619730d1_ex2-1img004.jpg
XML — IDEA: XBRL DOCUMENT
XML
Filename: R1.htm · Sequence: 16
v3.26.1
Cover
Jun. 29, 2026
Document Type
8-K
Amendment Flag
false
Document Period End Date
Jun. 29, 2026
Current Fiscal Year End Date
--12-31
Entity File Number
001-42626
Entity Registrant Name
LIMINATUS PHARMA, INC.
Entity Central Index Key
0001971387
Entity Tax Identification Number
93-2710748
Entity Incorporation, State or Country Code
DE
Entity Address, Address Line One
2251 Stern Goodman Street
Entity Address, Address Line Two
Suite E
Entity Address, City or Town
Fullerton
Entity Address, State or Province
CA
Entity Address, Postal Zip Code
92833
City Area Code
213
Local Phone Number
273-5453
Written Communications
false
Soliciting Material
false
Pre-commencement Tender Offer
false
Pre-commencement Issuer Tender Offer
false
Entity Emerging Growth Company
true
Elected Not To Use the Extended Transition Period
false
Common Class A [Member]
Title of 12(b) Security
Common Stock
Trading Symbol
LIMN
Security Exchange Name
NASDAQ
Warrant [Member]
Title of 12(b) Security
Warrants
Trading Symbol
LIMNW
Security Exchange Name
NASDAQ
X
- Definition
Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
No definition available.
+ Details
Name:
dei_AmendmentFlag
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Area code of city
+ References
No definition available.
+ Details
Name:
dei_CityAreaCode
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
End date of current fiscal year in the format --MM-DD.
+ References
No definition available.
+ Details
Name:
dei_CurrentFiscalYearEndDate
Namespace Prefix:
dei_
Data Type:
xbrli:gMonthDayItemType
Balance Type:
na
Period Type:
duration
X
- Definition
For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
No definition available.
+ Details
Name:
dei_DocumentPeriodEndDate
Namespace Prefix:
dei_
Data Type:
xbrli:dateItemType
Balance Type:
na
Period Type:
duration
X
- Definition
The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
No definition available.
+ Details
Name:
dei_DocumentType
Namespace Prefix:
dei_
Data Type:
dei:submissionTypeItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Address Line 1 such as Attn, Building Name, Street Name
+ References
No definition available.
+ Details
Name:
dei_EntityAddressAddressLine1
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Address Line 2 such as Street or Suite number
+ References
No definition available.
+ Details
Name:
dei_EntityAddressAddressLine2
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Name of the City or Town
+ References
No definition available.
+ Details
Name:
dei_EntityAddressCityOrTown
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Code for the postal or zip code
+ References
No definition available.
+ Details
Name:
dei_EntityAddressPostalZipCode
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Name of the state or province.
+ References
No definition available.
+ Details
Name:
dei_EntityAddressStateOrProvince
Namespace Prefix:
dei_
Data Type:
dei:stateOrProvinceItemType
Balance Type:
na
Period Type:
duration
X
- Definition
A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityCentralIndexKey
Namespace Prefix:
dei_
Data Type:
dei:centralIndexKeyItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Indicate if registrant meets the emerging growth company criteria.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityEmergingGrowthCompany
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 7A
-Section B
-Subsection 2
+ Details
Name:
dei_EntityExTransitionPeriod
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
No definition available.
+ Details
Name:
dei_EntityFileNumber
Namespace Prefix:
dei_
Data Type:
dei:fileNumberItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Two-character EDGAR code representing the state or country of incorporation.
+ References
No definition available.
+ Details
Name:
dei_EntityIncorporationStateCountryCode
Namespace Prefix:
dei_
Data Type:
dei:edgarStateCountryItemType
Balance Type:
na
Period Type:
duration
X
- Definition
The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityRegistrantName
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
+ Details
Name:
dei_EntityTaxIdentificationNumber
Namespace Prefix:
dei_
Data Type:
dei:employerIdItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Local phone number for entity.
+ References
No definition available.
+ Details
Name:
dei_LocalPhoneNumber
Namespace Prefix:
dei_
Data Type:
xbrli:normalizedStringItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
+ Details
Name:
dei_PreCommencementIssuerTenderOffer
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
+ Details
Name:
dei_PreCommencementTenderOffer
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Title of a 12(b) registered security.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
+ Details
Name:
dei_Security12bTitle
Namespace Prefix:
dei_
Data Type:
dei:securityTitleItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Name of the Exchange on which a security is registered.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
+ Details
Name:
dei_SecurityExchangeName
Namespace Prefix:
dei_
Data Type:
dei:edgarExchangeCodeItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14a
-Subsection 12
+ Details
Name:
dei_SolicitingMaterial
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Trading symbol of an instrument as listed on an exchange.
+ References
No definition available.
+ Details
Name:
dei_TradingSymbol
Namespace Prefix:
dei_
Data Type:
dei:tradingSymbolItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
+ Details
Name:
dei_WrittenCommunications
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Details
Name:
us-gaap_StatementClassOfStockAxis=us-gaap_CommonClassAMember
Namespace Prefix:
Data Type:
na
Balance Type:
Period Type:
X
- Details
Name:
us-gaap_StatementClassOfStockAxis=us-gaap_WarrantMember
Namespace Prefix:
Data Type:
na
Balance Type:
Period Type: